-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gtss4erO43QI+cvoFpEjm4AM3fTvK3gdHOUJTXDnckoFShUojlJJBTPJ8bqYR3UW FQsd2GGWOWHQ4Qu+VAfmHA== 0000950129-07-000888.txt : 20070226 0000950129-07-000888.hdr.sgml : 20070226 20070226162834 ACCESSION NUMBER: 0000950129-07-000888 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 71 FILED AS OF DATE: 20070226 DATE AS OF CHANGE: 20070226 EFFECTIVENESS DATE: 20070228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM EQUITY FUNDS CENTRAL INDEX KEY: 0000105377 IRS NUMBER: 132576643 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-01424 FILM NUMBER: 07649571 BUSINESS ADDRESS: STREET 1: ELEVEN GREENWAY PLZ STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM EQUITY FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WEINGARTEN EQUITY FUND INC DATE OF NAME CHANGE: 19880929 FORMER COMPANY: FORMER CONFORMED NAME: COMPUFUND INC DATE OF NAME CHANGE: 19880616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIM EQUITY FUNDS CENTRAL INDEX KEY: 0000105377 IRS NUMBER: 132576643 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-25469 FILM NUMBER: 07649572 BUSINESS ADDRESS: STREET 1: ELEVEN GREENWAY PLZ STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136261919 MAIL ADDRESS: STREET 1: 11 GREENWAY PLAZA STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: AIM EQUITY FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WEINGARTEN EQUITY FUND INC DATE OF NAME CHANGE: 19880929 FORMER COMPANY: FORMER CONFORMED NAME: COMPUFUND INC DATE OF NAME CHANGE: 19880616 0000105377 S000000260 AIM Large Cap Basic Value Fund C000000635 Class A LCBAX C000000636 Class B LCBBX C000000637 Class C LCBCX C000000638 Class R LCBRX C000000639 Investor Class LCINX C000021921 Institutional Class LCBIX 0000105377 S000000261 AIM Large Cap Growth Fund C000000640 Class A LCGAX C000000641 Class B LCGBX C000000642 Class C LCGCX C000000643 Class R LCRGX C000000644 Investor Class LCGIX C000021922 Institutional Class LCIGX 0000105377 S000000276 AIM Capital Development Fund C000000673 Class A ACDAX C000000674 Class B ACDBX C000000675 Class C ACDCX C000000676 Class R ACDRX C000021942 Institutional Class ACDVX C000029593 Investor Class ACDIX 0000105377 S000000277 AIM Charter Fund C000000677 Class A CHTRX C000000678 Class B BCHTX C000000679 Class C CHTCX C000000680 Class R CHRRX C000021943 Institutional Class CHTVX 0000105377 S000000278 AIM Constellation Fund C000000681 Class A CSTGX C000000682 Class B CSTBX C000000683 Class C CSTCX C000000684 Class R CSTRX C000021944 Institutional Class CSITX 0000105377 S000000281 AIM Diversified Dividend Fund C000000691 Class A LCEAX C000000692 Class B LCEDX C000000693 Class C LCEVX C000021945 Institutional Class DDFIX C000029594 Class R DDFRX C000029595 Investor Class LCEIX 485BPOS 1 h43124be485bpos.txt POST-EFFECTIVE AMENDMENT TO 485(B) As filed with the Securities and Exchange Commission on February 26, 2007 1933 Act Registration No. 2-25469 1940 Act Registration No. 811-01424 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. _____ Post-Effective Amendment No. 88 [X] and/or REGISTRATION STATEMENT UNDER THE [X] INVESTMENT COMPANY ACT OF 1940 Amendment No. 88 [X] (Check appropriate box or boxes.) AIM EQUITY FUNDS (Exact Name of Registrant as Specified in Charter) 11 Greenway Plaza, Suite 100, Houston, TX 77046 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code (713) 626-1919 John M. Zerr, Esquire 11 Greenway Plaza, Suite 100, Houston, TX 77046 (Name and Address of Agent for Service) Copy to: Maggie Gallardo-Cortez, Esquire Martha J. Hays, Esquire A I M Advisors, Inc. Ballard Spahr Andrews & Ingersoll, LLP 11 Greenway Plaza, Suite 100 1735 Market Street, 51st Floor Houston, Texas 77046-1173 Philadelphia, Pennsylvania 19103-7599
Approximate Date of Proposed Public Offering: As soon as practicable after this post-effective amendment becomes effective. It is proposed that this filing will become effective (check appropriate box) [ ] immediately upon filing pursuant to paragraph (b) [X] on February 28, 2007 pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of rule 485. If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. AIM Capital Development Fund PROSPECTUS February 28, 2007 AIM Capital Development Fund's investment objective is long-term growth of capital. - -------------------------------------------------------------------------------- This prospectus contains important information about the Class A, B, C, R and Investor Class shares of the fund. Please read it before investing and keep it for future reference. Investor Class shares offered by this prospectus are offered only to grandfathered investors. Please see the section of the prospectus entitled "Purchasing Shares -- Grandfathered Investors." As with all other mutual fund securities, the Securities and Exchange Commission has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime. An investment in the fund: - - is not FDIC insured; - - may lose value; and - - is not guaranteed by a bank. ---------------------------- AIM CAPITAL DEVELOPMENT FUND ---------------------------- TABLE OF CONTENTS - -------------------------------------------------------------------------------- INVESTMENT OBJECTIVE AND STRATEGIES 1 - ------------------------------------------------------ PRINCIPAL RISKS OF INVESTING IN THE FUND 1 - ------------------------------------------------------ PERFORMANCE INFORMATION 3 - ------------------------------------------------------ Annual Total Returns 3 Performance Table 4 FEE TABLE AND EXPENSE EXAMPLE 5 - ------------------------------------------------------ Fee Table 5 Expense Example 5 HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION 6 - ------------------------------------------------------ DISCLOSURE OF PORTFOLIO HOLDINGS 7 - ------------------------------------------------------ FUND MANAGEMENT 7 - ------------------------------------------------------ The Advisor 7 Advisor Compensation 7 Portfolio Manager(s) 8 OTHER INFORMATION 8 - ------------------------------------------------------ Sales Charges 8 Dividends and Distributions 8 FINANCIAL HIGHLIGHTS 9 - ------------------------------------------------------ SHAREHOLDER INFORMATION A-1 - ------------------------------------------------------ Choosing a Share Class A-1 Excessive Short-Term Trading Activity Disclosures A-5 Purchasing Shares A-7 Redeeming Shares A-9 Exchanging Shares A-11 Pricing of Shares A-14 Taxes A-16 OBTAINING ADDITIONAL INFORMATION Back Cover - ------------------------------------------------------
The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA, Invest with DISCIPLINE, The AIM College Savings Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions. are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM Private Asset Management, AIM Private Asset Management and Design, AIM Stylized and/or Design, AIM Alternative Assets and Design and myaim.com are service marks of A I M Management Group Inc. AIM Trimark is a registered service mark of A I M Management Group Inc. and AIM Funds Management Inc. No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and you should not rely on such other information or representations. ---------------------------- AIM CAPITAL DEVELOPMENT FUND ---------------------------- INVESTMENT OBJECTIVE AND STRATEGIES - -------------------------------------------------------------------------------- The fund's investment objective is long-term growth of capital. The investment objective of the fund may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet its objective by investing primarily in equity securities of mid-capitalization companies. The principal type of equity securities purchased by the fund is common stocks. The fund considers a company to be a mid-capitalization company if it has a market capitalization, at the time of purchase, within the range of the largest and smallest capitalized companies included in the Russell Mid Cap--Registered Trademark-- Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. The largest capitalized company in the Russell Mid Cap--Registered Trademark-- Index during the above referenced period ended December 31, 2006, had a market capitalization of approximately $27 billion, while the smallest capitalized company had a market capitalization of approximately $265 million during such period. The Russell Mid Cap--Registered Trademark-- Index measures the performance of the 800 smallest companies with the lowest market capitalization in the Russell 1000--Registered Trademark-- Index. The Russell 1000--Registered Trademark-- Index measures the performance of the 1,000 largest companies domiciled in the United States based on total market capitalization. The companies in the Russell Mid Cap--Registered Trademark-- Index are considered representative of medium- sized companies and constitute approximately 25% of the total market capitalization of the Russell 1000--Registered Trademark-- Index. The fund's investments in the types of securities described in this prospectus vary from time to time, and at any time, the fund may not be invested in all types of securities described in this prospectus. Any percentage limitations with respect to assets of the fund are applied at the time of purchase. The portfolio managers actively manage the fund using a two-step stock selection process that combines quantitative and fundamental analyses. The quantitative analysis involves using a stock ranking model to rank stocks based primarily upon: (1) earnings, (2) quality; and (3) valuation. The fundamental analysis focuses on identifying both industries and mid-capitalization companies that, in the portfolio manager's view, have high growth potential and are also favorably priced relative to the growth expectations for that company. The resulting portfolio contains two types of companies: (1) consistent growth companies and (2) earnings-acceleration companies. Consistent growth companies are companies with a history of strong returns and, in the portfolio manager's opinion, are industry leaders serving growing, non-cyclical markets whose performance tends to remain constant regardless of economic conditions. Earnings acceleration companies are companies that are driven by near-term catalysts such as new products, improved processes and/or specific economic conditions that may lead to rapid sales and earnings growth. The portfolio managers strive to control the fund's volatility and risk by diversifying fund holdings across sectors as well as by building a portfolio with approximately equal weightings among security holdings. The portfolio managers consider selling or reducing the fund's holdings in a stock if: (1) it no longer meets their investment criteria; (2) a company's fundamentals deteriorate; (3) a stock's price reaches its valuation target; (4) a company is no longer considered a mid-capitalization company; and/or (5) a more attractive investment option is identified. The fund typically maintains a portion of its assets in cash (including cash equivalents). Cash held by the fund is generally invested in money market funds advised by the fund's advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The amount of cash held by the fund may increase if the fund takes a temporary defensive position. The fund may take a temporary defensive position when it receives unusually large redemption requests, or if there are inadequate investment opportunities due to adverse market, economic, political or other conditions. A larger amount of cash could negatively affect the fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of the fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. The fund may engage in active and frequent trading of portfolio securities to achieve its investment objective. If the fund does trade in this way, it may incur increased transaction costs, which can lower the actual return on your investment. Active trading may also increase short-term gains and losses, which may affect the taxes you have to pay. PRINCIPAL RISKS OF INVESTING IN THE FUND - -------------------------------------------------------------------------------- The principal risks of investing in the fund are: - - Market Risk--The prices of, and the income generated by, securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations. Certain securities selected for the fund's portfolio may decline in value more than the overall stock market. In general, the securities of mid-size companies are more volatile than those of large companies. - - Growth Investing Risk--Growth stocks can perform differently from the market as a whole than other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks. 1 ---------------------------- AIM CAPITAL DEVELOPMENT FUND ---------------------------- - - Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. - - Market Capitalization Risk--Stocks fall into three broad market capitalization categories -- large, medium and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Mid-capitalization companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in mid-capitalization sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, markets and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of larger companies, each of which can cause significant price volatility. The securities of mid-capitalization companies may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for the fund to establish or close out a position in these securities at prevailing market prices. There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results. There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will rise and fall with the prices of the securities in which the fund invests. An investment in the fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. 2 ---------------------------- AIM CAPITAL DEVELOPMENT FUND ---------------------------- PERFORMANCE INFORMATION - -------------------------------------------------------------------------------- The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance. ANNUAL TOTAL RETURNS - -------------------------------------------------------------------------------- The following bar chart shows changes in the performance of the fund's Class A shares from year to year. The bar chart does not reflect sales loads. If it did, the annual total returns shown would be lower. (PERFORMANCE GRAPH)
ANNUAL YEARS ENDED TOTAL DECEMBER 31 RETURNS - ----------- ------- 1997................................................................... 23.69% 1998................................................................... 4.53% 1999................................................................... 27.78% 2000................................................................... 9.82% 2001................................................................... -8.65% 2002................................................................... -21.71% 2003................................................................... 35.26% 2004................................................................... 15.44% 2005................................................................... 9.57% 2006................................................................... 16.25%
During the periods shown in the bar chart, the highest quarterly return was 30.92% (quarter ended December 31, 1999) and the lowest quarterly return was - -21.26% (quarter ended September 30, 2002). 3 ---------------------------- AIM CAPITAL DEVELOPMENT FUND ---------------------------- PERFORMANCE TABLE The following performance table compares the fund's performance to that of broad-based securities market index, a style specific index and a peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payment of fees, expenses or taxes. The fund is not managed to track the performance of any particular index, including the indices shown below, and consequently, the performance of the fund may deviate significantly from the performance of the indices shown below.
AVERAGE ANNUAL TOTAL RETURNS - ---------------------------- (for the periods ended December 31, SINCE INCEPTION 2006) 1 YEAR 5 YEARS 10 YEARS INCEPTION(1) DATE - ------------------------------------------------------------------------------- Class A 06/17/96 Return Before Taxes 9.86% 8.04% 9.32% -- Return After Taxes on Distributions 7.75 6.85 8.25 -- Return After Taxes on Distributions and Sale of Fund Shares 8.06 6.71 7.86 -- Class B 10/01/96 Return Before Taxes 10.41 8.24 9.33 -- Class C 08/04/97 Return Before Taxes 14.43 8.52 -- 8.04% Class R(2) 06/17/96(2) Return Before Taxes 15.97 9.05 9.76 -- Investor Class(3) 06/17/96(3) Return Before Taxes 16.30 9.28 9.96 -- - ------------------------------------------------------------------------------------------------------------------------------------ S&P 500--registered trademark-- Index(4) 15.78 6.19 8.42 -- Russell Midcap--registered trademark-- Growth Index(4,5) 10.66 8.22 8.62 -- Lipper Mid-Cap Growth Funds Index(4,6) 11.02 6.09 6.85 -- - ------------------------------------------------------------------------------------------------------------------------------------
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A only and after-tax returns for Class B, C, R and Investor Class will vary. (1) Since Inception performance is only provided for a class with less than ten calendar years of performance. (2) The return shown for the one year period is the historical performance of the fund's Class R shares. The returns shown for the other periods are the blended returns of the historical performance of the fund's Class R shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Class R shares is June 3, 2002. (3) The return shown for the one year period is the historical performance of the fund's Investor Class shares. The returns shown for the other periods are blended returns of the historical performance of the fund's Investor Class shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Investor Class shares) at the net asset value, which restated performance will reflect the higher Rule 12b-1 fees applicable to Class A shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Investor Class shares is November 30, 2004. (4) The S&P 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has also included the Russell Midcap Growth Index which the fund believes more closely reflects the performance of the types of securities in which the fund invests. In addition, the Lipper Mid-Cap Growth Funds Index (which may or may not include the fund) is included for comparison to a peer group. (5) The Russell Midcap Growth Index measures the performance of those securities in the Russell Midcap--registered trademark-- Index with a higher than average growth forecast. The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000--registered trademark-- Index. These stocks represent approximately 25% of the total market capitalization of the Russell 1000 Index. The Russell 1000 Index measures the performance of the 1,000 largest companies domiciled in the United States. (6) The Lipper Mid-Cap Growth Funds Index is an equally weighted representation of the 30 largest funds in the Lipper Mid-Cap Growth category. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Mid-cap growth funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and a three year sales-per-share growth value, compared to the S&P MidCap 400 Index. 4 ---------------------------- AIM CAPITAL DEVELOPMENT FUND ---------------------------- FEE TABLE AND EXPENSE EXAMPLE - -------------------------------------------------------------------------------- FEE TABLE This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
SHAREHOLDER FEES - --------------------------------------------------------------------------------------------- (fees paid directly from INVESTOR your investment) CLASS A CLASS B CLASS C CLASS R CLASS - --------------------------------------------------------------------------------------------- Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% None None None None Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) None(1) 5.00% 1.00% None(1) None - ---------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(2) - ------------------------------------------------------------------------------------------- (expenses that are deducted INVESTOR from fund assets) CLASS A CLASS B CLASS C CLASS R CLASS - ------------------------------------------------------------------------------------------- Management Fees 0.66% 0.66% 0.66% 0.66% 0.66% Distribution and/or Service (12b-1) Fees 0.25 1.00 1.00 0.50 0.25 Other Expenses(3) 0.36 0.36 0.36 0.36 0.36 Total Annual Fund Operating Expenses 1.27 2.02 2.02 1.52 1.27 - -------------------------------------------------------------------------------------------
(1) A contingent deferred sales charge may apply in some cases. See "Shareholder Information--Choosing a Share Class--Sales Charges." (2) There is no guarantee that actual expenses will be the same as those shown in the table. (3) Includes acquired fund fees and expenses, which are less than 0.01%. Acquired fund fees and expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the acquired fund fees and expenses are included in the total returns of the fund. If a financial institution is managing your account, you may also be charged a transaction or other fee by such financial institution. As a result of 12b-1 fees, long-term shareholders in the fund may pay more than the maximum permitted initial sales charge. EXPENSE EXAMPLE This example is intended to help you compare the costs of investing in different classes of the fund with the cost of investing in other mutual funds. The example assumes that you: (i) invest $10,000 in the fund for the time periods indicated; (ii) redeem all of your shares at the end of the periods indicated; (iii) earn a 5% return on your investment before operating expenses each year; (iv) incur the same amount in operating expenses each year (after taking into account the effect of any contractual fee waivers and/or expense reimbursements; and, in the event you hold Class B shares, any applicable reduction in Annual Fund Operating Expenses due to a conversion of your shares to Class A); and (v) incur the applicable initial sales charges (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge). To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your cost would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- Class A $672 $931 $1,209 $2,000 Class B 705 934 1,288 2,155(1) Class C 305 634 1,088 2,348 Class R 155 480 829 1,813 Investor Class 129 403 697 1,534 - --------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- Class A $672 $931 $1,209 $2,000 Class B 205 634 1,088 2,155(1) Class C 205 634 1,088 2,348 Class R 155 480 829 1,813 Investor Class 129 403 697 1,534 - --------------------------------------------------------------------------------
(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on. 5 ---------------------------- AIM CAPITAL DEVELOPMENT FUND ---------------------------- HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION - -------------------------------------------------------------------------------- The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following: - You invest $10,000 in the fund and hold it for the entire 10 year period; - Your investment has a 5% return before expenses each year; - Hypotheticals both with and without any applicable initial sales charge applied (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and - There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.
CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.27% 1.27% 1.27% 1.27% 1.27% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses (1.98%) 1.68% 5.47% 9.41% 13.49% End of Year Balance $ 9,802.49 $10,168.12 $10,547.39 $10,940.81 $11,348.90 Estimated Annual Expenses $ 672.25 $ 126.81 $ 131.54 $ 136.45 $ 141.54 - ----------------------------------------------------------------------------------------------- CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 Annual Expense Ratio(1) 1.27% 1.27% 1.27% 1.27% 1.27% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 17.72% 22.11% 26.67% 31.39% 36.29% End of Year Balance $11,772.21 $12,211.32 $12,666.80 $13,139.27 $13,629.36 Estimated Annual Expenses $ 146.82 $ 152.30 $ 157.98 $ 163.87 $ 169.98 - -----------------------------------------------------------------------------------------------
CLASS A WITHOUT FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.27% 1.27% 1.27% 1.27% 1.27% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.73% 7.60% 11.61% 15.78% 20.09% End of Year Balance $10,373.00 $10,759.91 $11,161.26 $11,577.57 $12,009.42 Estimated Annual Expenses $ 129.37 $ 134.19 $ 139.20 $ 144.39 $ 149.78 - ----------------------------------------------------------------------------------------------- CLASS A WITHOUT FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.27% 1.27% 1.27% 1.27% 1.27% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 24.57% 29.22% 34.04% 39.04% 44.23% End of Year Balance $12,457.37 $12,922.03 $13,404.02 $13,903.99 $14,422.61 Estimated Annual Expenses $ 155.36 $ 161.16 $ 167.17 $ 173.41 $ 179.87 - -----------------------------------------------------------------------------------------------
CLASS B(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 2.02% 2.02% 2.02% 2.02% 2.02% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 2.98% 6.05% 9.21% 12.46% 15.81% End of Year Balance $10,298.00 $10,604.88 $10,920.91 $11,246.35 $11,581.49 Estimated Annual Expenses $ 205.01 $ 211.12 $ 217.41 $ 223.89 $ 230.56 - ----------------------------------------------------------------------------------------------- CLASS B(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 2.02% 2.02% 2.02% 1.27% 1.27% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 19.27% 22.82% 26.48% 31.20% 36.09% End of Year Balance $11,926.62 $12,282.03 $12,648.04 $13,119.81 $13,609.18 Estimated Annual Expenses $ 237.43 $ 244.51 $ 251.79 $ 163.63 $ 169.73 - -----------------------------------------------------------------------------------------------
CLASS C(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 2.02% 2.02% 2.02% 2.02% 2.02% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 2.98% 6.05% 9.21% 12.46% 15.81% End of Year Balance $10,298.00 $10,604.88 $10,920.91 $11,246.35 $11,581.49 Estimated Annual Expenses $ 205.01 $ 211.12 $ 217.41 $ 223.89 $ 230.56 - ----------------------------------------------------------------------------------------------- CLASS C(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 2.02% 2.02% 2.02% 2.02% 2.02% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 19.27% 22.82% 26.48% 30.25% 34.13% End of Year Balance $11,926.62 $12,282.03 $12,648.04 $13,024.95 $13,413.09 Estimated Annual Expenses $ 237.43 $ 244.51 $ 251.79 $ 259.30 $ 267.02 - -----------------------------------------------------------------------------------------------
CLASS R YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.52% 1.52% 1.52% 1.52% 1.52% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.48% 7.08% 10.81% 14.66% 18.65% End of Year Balance $10,348.00 $10,708.11 $11,080.75 $11,466.36 $11,865.39 Estimated Annual Expenses $ 154.64 $ 160.03 $ 165.60 $ 171.36 $ 177.32 - ----------------------------------------------------------------------------------------------- CLASS R YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.52% 1.52% 1.52% 1.52% 1.52% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 22.78% 27.06% 31.48% 36.05% 40.79% End of Year Balance $12,278.31 $12,705.59 $13,147.75 $13,605.29 $14,078.75 Estimated Annual Expenses $ 183.49 $ 189.88 $ 196.49 $ 203.32 $ 210.40 - -----------------------------------------------------------------------------------------------
INVESTOR CLASS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.27% 1.27% 1.27% 1.27% 1.27% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.73% 7.60% 11.61% 15.78% 20.09% End of Year Balance $10,373.00 $10,759.91 $11,161.26 $11,577.57 $12,009.42 Estimated Annual Expenses $ 129.37 $ 134.19 $ 139.20 $ 144.39 $ 149.78 - ----------------------------------------------------------------------------------------------- INVESTOR CLASS YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.27% 1.27% 1.27% 1.27% 1.27% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 24.57% 29.22% 34.04% 39.04% 44.23% End of Year Balance $12,457.37 $12,922.03 $13,404.02 $13,903.99 $14,422.61 Estimated Annual Expenses $ 155.36 $ 161.16 $ 167.17 $ 173.41 $ 179.87 - -----------------------------------------------------------------------------------------------
(1) Your actual expenses may be higher or lower than those shown. (2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C have not been deducted. 6 ---------------------------- AIM CAPITAL DEVELOPMENT FUND ---------------------------- DISCLOSURE OF PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The fund's portfolio holdings are disclosed on a regular basis in its semi-annual and annual reports to shareholders, and on Form N-Q, which is filed with the Securities and Exchange Commission (SEC) within 60 days of the fund's first and third fiscal quarter-ends. In addition, portfolio holdings information for the fund is available at http://www.aiminvestments.com. To reach this information, access the fund's overview page on the website. Links to the following fund information are located in the upper right side of this website page:
- --------------------------------------------------------------------------------------------------------------------------------- APPROXIMATE DATE OF INFORMATION REMAINS INFORMATION WEBSITE POSTING POSTED ON WEBSITE - --------------------------------------------------------------------------------------------------------------------------------- Top ten holdings as of month-end 15 days after month-end Until posting of the following month's top ten holdings - --------------------------------------------------------------------------------------------------------------------------------- Complete portfolio holdings as of 30 days after calendar quarter-end For one year calendar quarter-end - ---------------------------------------------------------------------------------------------------------------------------------
A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio holdings is available in the fund's Statement of Additional Information, which is available at http://www.aiminvestments.com. FUND MANAGEMENT - -------------------------------------------------------------------------------- THE ADVISOR A I M Advisors, Inc. (the advisor or AIM) serves as the fund's investment advisor and is responsible for its day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises all aspects of the fund's operations and provides investment advisory services to the fund, including obtaining and evaluating economic, statistical and financial information to formulate and implement investment programs for the fund. The advisor has acted as an investment advisor since its organization in 1976. Today, the advisor, together with its subsidiaries, advises or manages over 200 investment portfolios, including the fund, encompassing a broad range of investment objectives. On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlements. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC. Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM funds, IFG, AIM, ADI and/or related entities and individuals in the future. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the fund's Statement of Additional Information. As a result of the matters discussed above, investors in the AIM funds might react by redeeming their investments. This might require the funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the funds. ADVISOR COMPENSATION During the fiscal year ended October 31, 2006, the advisor received compensation of 0.66% of average daily net assets. A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended October 31, 2006. 7 ---------------------------- AIM CAPITAL DEVELOPMENT FUND ---------------------------- PORTFOLIO MANAGER(S) Paul J. Rasplicka, Senior Portfolio Manager, is primarily responsible for the day-to-day management of the fund's portfolio. He has been responsible for the fund since 1998 and has been associated with the advisor and/or its affiliates since 1994. He is assisted by the advisor's Mid Cap Growth/GARP (growth at a reasonable price) Team, which is comprised of portfolio managers and research analysts. Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the team may change from time to time. More information on these portfolio manager(s) and the team, including biographies of members of the team, may be found on the advisor's website (http://www.aiminvestments.com). The website is not part of this prospectus. The fund's Statement of Additional Information provides additional information about the portfolio manager's investments in the fund, a description of his compensation structure, and information regarding other accounts he manages. OTHER INFORMATION - -------------------------------------------------------------------------------- SALES CHARGES Purchases of Class A shares of AIM Capital Development Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to the contingent deferred sales charge listed in that section. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges listed in that section. Certain purchases of Class R shares may be subject to the contingent deferred sales charge listed in that section. DIVIDENDS AND DISTRIBUTIONS The fund expects that its distributions, if any, will consist primarily of capital gains. DIVIDENDS The fund generally declares and pays dividends, if any, annually. CAPITAL GAINS DISTRIBUTIONS The fund generally distributes long-term and short-term capital gains, if any, annually. 8 ---------------------------- AIM CAPITAL DEVELOPMENT FUND ---------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended 2006 and 2005 has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request. Information prior to fiscal year 2005 was audited by other public accountants.
CLASS A -------------------------------------------------------------------- YEAR ENDED OCTOBER 31, -------------------------------------------------------------------- 2006 2005 2004 2003 2002 ---------- -------- -------- -------- -------- Net asset value, beginning of period $ 18.85 $ 17.86 $ 16.66 $ 12.80 $ 14.69 - --------------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss)(a) (0.10) (0.11) (0.08) (0.08) (0.04) - --------------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 3.53 2.52 1.70 3.94 (1.85) ================================================================================================================================= Total from investment operations 3.43 2.41 1.62 3.86 (1.89) ================================================================================================================================= Less distributions from net realized gains (2.55) (1.42) (0.42) -- -- ================================================================================================================================= Net asset value, end of period $ 19.73 $ 18.85 $ 17.86 $ 16.66 $ 12.80 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Total return(b) 19.86% 13.87% 9.87% 30.16% (12.87)% _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $1,095,204 $800,830 $617,194 $545,691 $456,268 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratio of expenses to average net assets 1.26%(c) 1.36% 1.40%(d) 1.53% 1.38% ================================================================================================================================= Ratio of net investment income (loss) to average net assets (0.52)%(c) (0.58)% (0.46)% (0.56)% (0.29)% _________________________________________________________________________________________________________________________________ ================================================================================================================================= Portfolio turnover rate 126% 120% 74% 101% 120% _________________________________________________________________________________________________________________________________ =================================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (c) Ratios are based on average daily net assets of $958,173,662. (d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or expense reimbursements was 1.41%. 9 ---------------------------- AIM CAPITAL DEVELOPMENT FUND ---------------------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS B ---------------------------------------------------------------------- YEAR ENDED OCTOBER 31, ---------------------------------------------------------------------- 2006 2005 2004 2003 2002 -------- -------- -------- -------- -------- Net asset value, beginning of period $ 17.51 $ 16.79 $ 15.79 $ 12.21 $ 14.10 - --------------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss)(a) (0.22) (0.22) (0.18) (0.16) (0.14) - --------------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 3.24 2.36 1.60 3.74 (1.75) ================================================================================================================================= Total from investment operations 3.02 2.14 1.42 3.58 (1.89) ================================================================================================================================= Less distributions from net realized gains (2.55) (1.42) (0.42) -- -- ================================================================================================================================= Net asset value, end of period $ 17.98 $ 17.51 $ 16.79 $ 15.79 $ 12.21 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Total return(b) 18.92% 13.09% 9.13% 29.32% (13.40)% _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $236,175 $317,492 $376,355 $392,382 $346,456 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratio of expenses to average net assets 2.01%(c) 2.04% 2.05%(d) 2.18% 2.03% ================================================================================================================================= Ratio of net investment income (loss) to average net assets (1.27)%(c) (1.26)% (1.11)% (1.21)% (0.94)% _________________________________________________________________________________________________________________________________ ================================================================================================================================= Portfolio turnover rate 126% 120% 74% 101% 120% _________________________________________________________________________________________________________________________________ =================================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (c) Ratios are based on average daily net assets of $289,528,224. (d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or expense reimbursements was 2.06%.
CLASS C ---------------------------------------------------------- YEAR ENDED OCTOBER 31, ---------------------------------------------------------- 2006 2005 2004 2003 2002 -------- ------- ------- ------- ------- Net asset value, beginning of period $ 17.50 $ 16.77 $ 15.78 $ 12.20 $ 14.10 - ------------------------------------------------------------------------------------------------------------------------ Income from investment operations: Net investment income (loss)(a) (0.22) (0.22) (0.18) (0.16) (0.14) - ------------------------------------------------------------------------------------------------------------------------ Net gains (losses) on securities (both realized and unrealized) 3.23 2.37 1.59 3.74 (1.76) ======================================================================================================================== Total from investment operations 3.01 2.15 1.41 3.58 (1.90) ======================================================================================================================== Less distributions from net realized gains (2.55) (1.42) (0.42) -- -- ======================================================================================================================== Net asset value, end of period $ 17.96 $ 17.50 $ 16.77 $ 15.78 $ 12.20 ________________________________________________________________________________________________________________________ ======================================================================================================================== Total return(b) 18.88% 13.16% 9.07% 29.34% (13.48)% ________________________________________________________________________________________________________________________ ======================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $109,424 $88,316 $73,929 $68,356 $56,298 ________________________________________________________________________________________________________________________ ======================================================================================================================== Ratio of expenses to average net assets 2.01%(c) 2.04% 2.05%(d) 2.18% 2.03% ======================================================================================================================== Ratio of net investment income (loss) to average net assets (1.27)%(c) (1.26)% (1.11)% (1.21)% (0.94)% ________________________________________________________________________________________________________________________ ======================================================================================================================== Portfolio turnover rate 126% 120% 74% 101% 120% ________________________________________________________________________________________________________________________ ========================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (c) Ratios are based on average daily net assets of $100,047,537. (d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or expense reimbursements was 2.06%. 10 ---------------------------- AIM CAPITAL DEVELOPMENT FUND ---------------------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS R ------------------------------------------------------------ JUNE 3, 2002 (DATE SALES YEAR ENDED OCTOBER 31, COMMENCED) TO ------------------------------------------- OCTOBER 31, 2006 2005 2004 2003 2002 ------- ------ ------ ------ ------------- Net asset value, beginning of period $ 18.73 $17.78 $16.62 $12.79 $ 16.62 - -------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss)(a) (0.14) (0.14) (0.10) (0.10) (0.03) - -------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 3.49 2.51 1.68 3.93 (3.80) ========================================================================================================================== Total from investment operations 3.35 2.37 1.58 3.83 (3.83) ========================================================================================================================== Less distributions from net realized gains (2.55) (1.42) (0.42) -- -- ========================================================================================================================== Net asset value, end of period $ 19.53 $18.73 $17.78 $16.62 $ 12.79 __________________________________________________________________________________________________________________________ ========================================================================================================================== Total return(b) 19.52% 13.69% 9.65% 29.95% (23.05)% __________________________________________________________________________________________________________________________ ========================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $22,577 $8,379 $5,622 $1,154 $ 10 __________________________________________________________________________________________________________________________ ========================================================================================================================== Ratio of expenses to average net assets 1.51%(c) 1.54% 1.55%(d) 1.68% 1.54%(e) ========================================================================================================================== Ratio of net investment income (loss) to average net assets (0.77)%(c) (0.76)% (0.61)% (0.71)% (0.44)%(e) __________________________________________________________________________________________________________________________ ========================================================================================================================== Portfolio turnover rate(f) 126% 120% 74% 101% 120% __________________________________________________________________________________________________________________________ ==========================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (c) Ratios are based on average daily net assets of $13,226,616. (d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or expense reimbursements was 1.56%. (e) Annualized. (f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
INVESTOR CLASS ------------------------------- NOVEMBER 30, 2004 (DATE SALES YEAR ENDED COMMENCED) TO OCTOBER 31, OCTOBER 31, 2006 2005 ----------- ------------- Net asset value, beginning of period $18.87 $18.95 - --------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss)(a) (0.10) (0.09) - --------------------------------------------------------------------------------------------- Net gains on securities (both realized and unrealized) 3.52 1.43 ============================================================================================= Total from investment operations 3.42 1.34 ============================================================================================= Less distributions from net realized gains (2.55) (1.42) ============================================================================================= Net asset value, end of period $19.74 $18.87 _____________________________________________________________________________________________ ============================================================================================= Total return(b) 19.78% 7.43% _____________________________________________________________________________________________ ============================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $9,866 $6,791 _____________________________________________________________________________________________ ============================================================================================= Ratio of expenses to average net assets 1.26%(c) 1.29%(d) ============================================================================================= Ratio of net investment income (loss) to average net assets (0.52)%(c) (0.51)%(d) _____________________________________________________________________________________________ ============================================================================================= Portfolio turnover rate(e) 126% 120% _____________________________________________________________________________________________ =============================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (c) Ratios are based on average daily net assets of $8,233,520. (d) Annualized. (e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. 11 ------------- THE AIM FUNDS ------------- SHAREHOLDER INFORMATION - -------------------------------------------------------------------------------- In addition to the fund, AIM serves as investment advisor to many other retail mutual funds (the funds). The following information is about the retail classes of the funds. CHOOSING A SHARE CLASS All of the funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment relative to a less expensive class. In deciding which class of shares to purchase, you should consider, among other things, (i) the length of time you expect to hold your shares, (ii) the provisions of the distribution plan, if any, applicable to the class (iii) the eligibility requirements that apply to purchases of a particular class, and (iv) any services you may receive in making your investment determination. In addition, you should consider the other factors described below. Please contact your financial advisor to assist you in making your decision.
CLASS A(1) CLASS A3 CLASS B(4) CLASS C CLASS R INVESTOR CLASS - --------------------------------------------------------------------------------------------------------------- - - Initial sales - No initial - No initial sales - No initial - No initial - No initial charge sales charge charge sales charge sales charge sales charge - - Reduced or waived - No contingent - Contingent - Contingent - Generally, no - No contingent initial sales deferred sales deferred sales deferred sales contingent deferred sales charge for charge charge on charge on deferred sales charge certain redemptions redemptions charge(2) purchases(2) within six years within one year(7) - - Lower - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of distribution and 0.25% 1.00% 1.00%(8) 0.50% 0.25%(3) service (12b-1) fee than Class B, Class C or Class R shares (See "Fee Table and Expense Example")(3) - Does not - Converts to - Does not - Does not - Does not convert to Class A shares convert to convert to convert to Class A shares on or about the Class A shares Class A shares Class A shares end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of its reinvested dividends and distributions(5) - - Generally more - Available only - Purchase orders - Generally more - Generally, - Closed to new appropriate for for a limited limited to appropriate only available investors, long-term number of amount less than for short-term to employee except as investors funds $100,000(6) investors benefit described in - Purchase plans(10) the orders limited "Purchasing to amount less Shares -- Grandfathered than Investors" $1,000,000(9) section of your prospectus - ---------------------------------------------------------------------------------------------------------------
Certain funds also offer Institutional Class shares to certain eligible institutional investors; consult the fund's Statement of Additional Information for the Institutional Class shares for details. AIM Summit Fund also offers Class P shares which are not offered to members of the general public. (1) As of the close of business on October 30, 2002, Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund were closed to new investors. (2) A contingent deferred sales charge may apply in some cases. (3) Class A shares of AIM Tax-Free Intermediate Fund and Investor Class shares of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do not have a 12b-1 fee. (4) Class B shares are not available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code. These plans include 401(k) plans (including AIM Solo 401(k) plans), money purchase pension plans and profit sharing plans. Plans that have existing accounts invested in Class B shares will continue to be allowed to make additional purchases. (5) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares. (6) Any purchase order for Class B shares in an amount equal to or in excess of $100,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation. (7) A contingent deferred sales charge (CDSC) does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you exchange Class C shares of another fund that are subject to a CDSC into AIM LIBOR Alpha Fund or AIM Short Term Bond Fund. (8) Class C shares of AIM Floating Rate Fund have a Rule 12b-1 fee of 0.75%. (9) Any purchase order for Class C shares in an amount equal to or in excess of $1,000,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation. (10) Generally, Class R shares are only available to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, 457 of the Internal Revenue Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Internal Revenue Code, respectively; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Internal Revenue Code. Retirement plans maintained pursuant to Section 401 generally include 401(k) plans, profit sharing plans, money purchase pension plans, and defined benefit plans. Retirement plans maintained pursuant to Section 403 must be established and maintained by non-profit organizations operating pursuant to Section 501(c)(3) of the Internal Revenue Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs. - -------------------------------------------------------------------------------- MCF--02/07 A-1 ------------- THE AIM FUNDS ------------- DISTRIBUTION AND SERVICE (12b-1) FEES Each fund (except AIM Tax-Free Intermediate Fund with respect to its Class A shares and AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio with respect to their Investor Class shares) has adopted 12b-1 plans that allow the fund to pay distribution fees to A I M Distributors, Inc. (ADI) for the sale and distribution of its shares and fees for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. SALES CHARGES Sales charges on the funds and classes of those funds are detailed below. In addition, information on sales charges is also available, free of charge, on the fund's website, www.aiminvestments.com under the tab "My Account", Service Center, as well as in the fund's Statement of Additional Information, which is also available free of charge. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge. INITIAL SALES CHARGES The funds are grouped into four categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular fund is classified. CATEGORY I INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 25,000 5.50% 5.82% $ 25,000 but less than $ 50,000 5.25 5.54 $ 50,000 but less than $ 100,000 4.75 4.99 $100,000 but less than $ 250,000 3.75 3.90 $250,000 but less than $ 500,000 3.00 3.09 $500,000 but less than $1,000,000 2.00 2.04 - -------------------------------------------------------------------------------
CATEGORY II INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 50,000 4.75% 4.99% $ 50,000 but less than $ 100,000 4.00 4.17 $100,000 but less than $ 250,000 3.75 3.90 $250,000 but less than $ 500,000 2.50 2.56 $500,000 but less than $1,000,000 2.00 2.04 - -------------------------------------------------------------------------------
CATEGORY III INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 100,000 1.00% 1.01% $100,000 but less than $ 250,000 0.75 0.76 $250,000 but less than $1,000,000 0.50 0.50 - -------------------------------------------------------------------------------
CATEGORY IV INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 100,000 2.50% 2.56% $100,000 but less than $ 250,000 2.00 2.04 $250,000 but less than $ 500,000 1.50 1.52 $500,000 but less than $1,000,000 1.25 1.27 - -------------------------------------------------------------------------------
SHARES SOLD WITHOUT A SALES CHARGE You will not pay: - - an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund or AIM Cash Reserve Shares of AIM Money Market Fund; - - an initial sales charge or a contingent deferred sales charge (CDSC) on Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund; - - an initial sales charge or a CDSC on Investor Class shares of any fund; or - - an initial sales charge on purchase of Class P shares of AIM Summit Fund. PURCHASE OF CLASS A SHARES AT NET ASSET VALUE Certain categories of persons are permitted to purchase Class A shares of the funds without paying an initial sales charge because their transactions involve little expense, such as persons who have a relationship with the funds or with AIM and certain programs for purchase. Accordingly, the following purchasers will not pay initial sales charges on purchases of Class A shares: - - A I M Management Group Inc., and its affiliates, or their clients; - - Any current or retired officer, director, trustee or employee (and members of their Immediate Family) of A I M Management Group Inc., its affiliates or The AIM Family of Funds, and any foundation, trust, employee benefit plan or deferred compensation plan established exclusively for the benefit of, or by, such persons; - - Sales representatives and employees (and members of their Immediate Family) of selling group members of financial institutions that have arrangements with such selling group members; MCF--02/07 A-2 ------------- THE AIM FUNDS ------------- - - Purchases through approved fee-based programs; - - Employer-sponsored retirement plans that are Qualified Purchasers, provided that: a. a plan's assets are at least $1 million; b. there are at least 100 employees eligible to participate in the plan; or c. all plan transactions are executed through a single omnibus account per AIM fund and the financial institution or service organization has entered into the appropriate agreement with the distributor; further provided that retirement plans maintained pursuant to Section 403(b) of the Internal Revenue Code of 1986, as amended, (the Code) are not eligible to purchase shares at net asset value based on the aggregate investment made by the plan or the number of eligible employees unless the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code; - - Shareholders of Investor Class shares of an AIM fund; - - Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code; - - Insurance company separate accounts; - - Transfers to IRAs that are attributable to AIM fund investments held in 403(b)(7)s, SIMPLEs, SEPs, SARSEPs, Traditional or Roth IRAs; and - - Rollovers from AIM-held 403(b)(7)s, 401(K)s, SEPs, SIMPLEs, SARSEPs, Money Purchase Plans, and Profit Sharing Plans if the assets are transferred to an AIM IRA. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, or a description of any defined term used above, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds at net asset value. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%. If you currently own Class A shares of a Category I, II or IV fund and make additional purchases at net asset value that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC. Some retirement plans can purchase Class A shares at their net asset value per share. If ADI paid a concession to the dealer of record in connection with a Large Purchase of Class A shares by a retirement plan, the Class A shares may be subject to a 1% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the plan's initial purchase. You may be charged a CDSC when you redeem AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC. ADI may pay a dealer concession and/or a service fee for Large Purchases and purchases by certain retirement plans. CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT-TERM BOND FUND You can purchase Class B and Class C shares at their net asset value per share. However, when you redeem them, they are subject to a CDSC in the following percentages:
YEAR SINCE PURCHASE MADE CLASS B CLASS C - -------------------------------------------------------------------------------- First 5% 1% Second 4 None Third 3 None Fourth 3 None Fifth 2 None Sixth 1 None Seventh and following None None - --------------------------------------------------------------------------------
CONTINGENT DEFERRED SALES CHARGES FOR CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT-TERM BOND FUND You can purchase Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund at their net asset value and not subject to a CDSC. However, you may be charged a CDSC when you redeem Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC. CONTINGENT DEFERRED SALES CHARGES FOR CLASS R SHARES You can purchase Class R shares at their net asset value per share. If ADI pays a concession to the dealer of record, however, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within 12 months from the date of the retirement plan's initial purchase. COMPUTING A CDSC The CDSC on redemptions of shares is computed based on the lower of their original purchase price or current market value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, we will assume that you are redeeming shares on which there is no CDSC first and, then, shares in the order of purchase. REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS You may qualify for reduced sales charges or sales charge exceptions. To qualify for these reductions or exceptions, you or your financial advisor must notify the transfer agent at the time of purchase that your purchase qualifies for such treatment. Certain individuals and employer-sponsored retirement plans may link accounts for the purpose of qualifying for lower initial sales charges. You or your financial consultant must provide other account numbers to be MCF--02/07 A-3 ------------- THE AIM FUNDS ------------- considered for Rights of Accumulation, or mark the Letter of Intent section on the account application, or provide other relevant documentation, so that the transfer agent can verify your eligibility for the reduction or exception. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. REDUCED SALES CHARGES You may be eligible to buy Class A shares at reduced initial sales charge rates under Rights of Accumulation or Letters of Intent under certain circumstances. Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Investor Class shares of any fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges pursuant to Rights of Accumulation or Letters of Intent. RIGHTS OF ACCUMULATION You may combine your new purchases of Class A shares of a fund with fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(SM) for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable initial sales charge for the new purchase is based on the total of your current purchase and the public offering price of all other shares you own. The transfer agent may automatically link certain accounts registered in the same name, with the same taxpayer identification number, for the purpose of qualifying you for lower initial sales charge rates. LETTERS OF INTENT Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of the funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full face amount of the LOI is not invested by the end of the 13-month period, your account will be adjusted to the higher initial sales charge level for the amount actually invested. INITIAL SALES CHARGE EXCEPTIONS You will not pay initial sales charges - - on shares purchased by reinvesting dividends and distributions; - - when exchanging shares among certain funds; or - - when a merger, consolidation, or acquisition of assets of a fund occurs. CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS You will not pay a CDSC - - if you redeem Class B shares you held for more than six years; - - if you redeem Class C shares you held for more than one year; - - if you redeem Class C shares of a fund other than AIM LIBOR Alpha Fund or AIM Short Term Bond Fund and you received such Class C shares by exchanging Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund; - - if you redeem Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received such Class C shares by exchanging Class C shares of another fund and the original purchase was subject to a CDSC; - - if you are a participant in a retirement plan and your plan redeems, at any time, less than all of the Class A, C or Class R shares held through such plan that would otherwise be subject to a CDSC; - - if you are a participant in a retirement plan and your plan redeems, after having held them for more than one year from the date of the plan's initial purchase, all of the Class A, C or Class R shares held through such plan that would otherwise be subject to a CDSC; - - if you are a participant in a qualified retirement plan and redeem Class A, Class C or Class R shares in order to fund a distribution; - - if you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period; - - if you redeem shares to pay account fees; - - for redemptions following the death or post-purchase disability of a shareholder or beneficial owner; - - if you redeem shares acquired through reinvestment of dividends and distributions; and - - on increases in the net asset value of your shares. There may be other situations when you may be able to purchase or redeem shares at reduced or without sales charges. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. CLASS P SHARES In addition to the share classes discussed above, the AIM Summit Fund has Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the "Summit Plans"). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may continue to purchase Class P shares until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a MCF--02/07 A-4 ------------- THE AIM FUNDS ------------- scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option. ADDITIONAL PAYMENTS TO FINANCIAL ADVISORS The financial advisor through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI or one or more of its corporate affiliates (collectively, ADI Affiliates) may make additional cash payments to financial advisors in connection with the promotion and sale of shares of the funds. These additional cash payments may include cash revenue sharing payments and other payments for certain administrative services, transaction processing services and certain other marketing support services. ADI Affiliates make these payments from their own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans. In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with ADI Affiliates. ADI Affiliates make revenue sharing payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits ADI Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, placing the funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including the funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The revenue sharing payments ADI Affiliates make may be calculated on sales of shares of the funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM funds attributable to that particular financial advisor (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of the funds and Asset-Based Payments primarily create incentives to retain previously sold shares of the funds in investor accounts. ADI Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments. ADI Affiliates also may make other payments to certain financial advisors for processing certain transactions or account maintenance activities (such as processing purchases, redemptions or exchanges or producing customer account statements) or for providing certain other marketing support services (such as financial assistance for conferences, seminars or sales or training programs at which ADI Affiliates personnel may make presentations on the funds to the financial advisor's sales force). Financial advisors may earn profits on these payments for these services, since the amount of the payment may exceed the cost of providing the service. Certain of these payments are subject to limitations under applicable law. ADI Affiliates are motivated to make the payments described above since they promote the sale of fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of the funds or retain shares of the funds in their clients' accounts, ADI Affiliates benefit from the incremental management and other fees paid to ADI Affiliates by the funds with respect to those assets. You can find further details in the fund's Statement of Additional Information about these payments and the services provided by financial advisors. In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in this prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the funds, as well as about fees and/or commissions it charges. EXCESSIVE SHORT-TERM TRADING ACTIVITY DISCLOSURES While the funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the funds' shares (i.e., a purchase of fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of fund shares held by long-term investors may be diluted. The Boards of Trustees have adopted policies and procedures designed to discourage excessive or short-term trading of fund shares for all funds except the money market funds. However, there is the risk that these funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These funds may alter their policies at any time without prior notice to shareholders if the advisor believes the change would be in the best interests of long-term shareholders. AIM and its affiliates (collectively, AIM Affiliates) currently use the following tools designed to discourage excessive short-term trading in the retail funds: (1) trade activity monitoring; (2) trading guidelines; MCF--02/07 A-5 ------------- THE AIM FUNDS ------------- (3) redemption fee on trades in certain funds; and (4) use of fair value pricing consistent with procedures approved by the Boards of Trustees of the funds. Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. The AIM Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests. Money Market Funds. The Boards of Trustees of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the money market funds) have not adopted any policies and procedures, such as limits on exchanges or redemption fees, that would limit frequent purchases and redemptions of such funds' shares. The Boards considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described below. Nonetheless, to the extent that the fund must maintain additional cash and/or securities with shorter-term durations than may otherwise be required, or with respect to Premier Tax-Exempt Portfolio, must borrow to honor redemption requests, the fund's yield could be negatively impacted. The Boards do not believe that it is appropriate to adopt any such policies and procedures for the money market funds for the following reasons: - - The money market funds are offered to investors as cash management vehicles. Investors must perceive an investment in such funds as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently. - - One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such funds. - - The money market funds' portfolio securities are valued on the basis of amortized cost, and such funds seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities. - - Because the money market funds seek to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in such funds. Imposition of redemption fees would run contrary to investor expectations. TRADE ACTIVITY MONITORING The AIM Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the AIM Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder's accounts other than exchanges into a money market fund. AIM Affiliates will use reasonable efforts to apply the fund's policies uniformly given the practical limitations described above. The ability of the AIM Affiliates to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading. TRADING GUIDELINES If you exceed four exchanges out of a fund (other than an AIM-sponsored retail money market fund) per calendar year, or a fund or an AIM Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each fund and the AIM Affiliates reserve the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if they believe that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. The movement out of one fund (redemption) and into one or more other funds (purchase) on the same day shall be counted as one exchange. Exchanges effected as part of programs that have been determined by an AIM Affiliate to be non-discretionary, such as dollar cost averaging, portfolio rebalancing, or other automatic non-discretionary programs that involve exchanges, generally will not be counted toward the trading guidelines limitation of four exchanges out of a fund per calendar year. The ability of the AIM Affiliates to monitor exchanges made by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to implement these trading guidelines and may be further limited by systems limitations applicable to those types of accounts. Some investments in the funds are made indirectly through vehicles such as qualified tuition plans, variable annuity and insurance contracts, and funds of funds which use the funds as underlying investments (each a conduit investment vehicle). If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to impose exchange limitations on individual transactions MCF--02/07 A-6 ------------- THE AIM FUNDS ------------- initiated by investors who have invested in the funds through the conduit investment vehicle. REDEMPTION FEE You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 30 days of purchase. See "Redeeming Shares -- Redemption Fee" for more information. The ability of a fund to assess a redemption fee on the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to assess such fees and may be further limited by systems limitations applicable to these types of accounts. For additional discussion of the applicability of redemption fees on shares of the fund held through omnibus accounts, retirement plan accounts, approved fee-based program accounts and conduit investment vehicles, see "Redeeming Shares -- Redemption Fee". FAIR VALUE PRICING Securities owned by a fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board of Trustees of the fund. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. See "Pricing of Shares -- Determination of Net Asset Value" for more information. PURCHASING SHARES If you hold your shares through a broker/dealer or other financial institution, your eligibility to purchase those shares, the conditions for purchase and sale, and the minimum and maximum amounts allowed may differ depending on that institution's policies. MINIMUM INVESTMENTS PER FUND ACCOUNT There are no minimum investments with respect to Class P or R shares for fund accounts. The minimum investments with respect to Class A, A3, B and C shares and Investor Class shares for fund accounts are as follows:
INITIAL ADDITIONAL TYPE OF ACCOUNT INVESTMENTS INVESTMENTS - ------------------------------------------------------------------------------------------------------------------------- Employer-Sponsored Retirement Plans (includes section 401, $ 0 ($25 per fund investment for $25 403 and 457 plans, and SEP, SARSEP and SIMPLE IRA plans) salary deferrals from Employer-Sponsored Retirement Plans) Systematic Purchase Plan 50 50 IRA, Roth IRA or Coverdell ESA 250 25 All other accounts 1,000 50 ADI has the discretion to accept orders for lesser amounts. - -------------------------------------------------------------------------------------------------------------------------
HOW TO PURCHASE SHARES You may purchase shares using one of the options below. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the fund verify and record your identifying information. PURCHASE OPTIONS - --------------------------------------------------------------------------------
OPENING AN ACCOUNT ADDING TO AN ACCOUNT - ---------------------------------------------------------------------------------------------------------------------------------- Through a Financial Advisor Contact your financial advisor. Same By Mail Mail completed account application and check Mail your check and the remittance slip from your to the transfer agent, AIM Investment confirmation statement to the transfer agent. Services, Inc., P.O. Box 4739, Houston, TX 77210-4739. By Wire Mail completed account application to the Call the transfer agent to receive a reference transfer agent. Call the transfer agent at number. Then, use the wire instructions at left. (800) 959-4246 to receive a reference number. Then, use the following wire instructions: Beneficiary Bank ABA/Routing #: 021000021 Beneficiary Account Number: 00100366807 Beneficiary Account Name: AIM Investment Services, Inc. RFB: Fund Name, Reference # OBI: Your Name, Account #
MCF--02/07 A-7 ------------- THE AIM FUNDS -------------
OPENING AN ACCOUNT ADDING TO AN ACCOUNT - ---------------------------------------------------------------------------------------------------------------------------------- By Telephone Open your account using one of the methods Select the AIM Bank Connection--Servicemark-- described above. option on your completed account application or complete an AIM Bank Connection form. Mail the application or form to the transfer agent. Once the transfer agent has received the form, call the transfer agent to place your purchase order. Call the AIM 24-hour Automated Investor Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested. By Internet Open your account using one of the methods Access your account at www.aiminvestments.com. described above. The proper bank instructions must have been provided on your account. You may not purchase shares in retirement accounts on the internet. - ----------------------------------------------------------------------------------------------------------------------------------
GRANDFATHERED INVESTORS Investor Class shares of a fund may be purchased only by: (1) persons or entities who had established an account, prior to April 1, 2002, in Investor Class shares of any of the funds currently distributed by ADI (the Grandfathered Funds) and have continuously maintained such account in Investor Class shares since April 1, 2002; (2) any person or entity listed in the account registration for any Grandfathered Funds, which account was established prior to April 1, 2002 and continuously maintained since April 1, 2002, such as joint owners, trustees, custodians and designated beneficiaries; (3) customers of certain financial institutions, wrap accounts or other fee-based advisory programs, or insurance company separate accounts, which have had relationships with ADI and/or any of the Grandfathered Funds prior to April 1, 2002 and continuously maintained such relationships since April 1, 2002; (4) defined benefit, defined contribution and deferred compensation plans; and (5) fund trustees, employees of AMVESCAP PLC and its subsidiaries, AMVESCAP directors, and their immediate families. SPECIAL PLANS SYSTEMATIC PURCHASE PLAN You can arrange for periodic investments in any of the funds by authorizing the transfer agent to withdraw the amount of your investment from your bank account on a day or dates you specify and in an amount of at least $50. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. DOLLAR COST AVERAGING Dollar Cost Averaging allows you to make automatic monthly or quarterly exchanges, if permitted, from one fund account to one or more other fund accounts with the identical registration. The account from which exchanges are to be made must have a minimum balance of $5,000 before you can use this option. Exchanges will occur on (or about) the day of the month you specify, in the amount you specify. Dollar Cost Averaging cannot be set up for the 29th through the 31st of the month. The minimum amount you can exchange to another fund is $50. You may participate in a dollar cost averaging program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Dollar Cost Averaging program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year. AUTOMATIC DIVIDEND INVESTMENT All of your dividends and distributions may be paid in cash or invested in any fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You may invest your dividends and distributions per the rules listed in the "Permitted Exchanges" section. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund: (1) Your account balance (a) in the fund paying the dividend must be at least $5,000; and (b) in the fund receiving the dividend must be at least $500; and (2) Both accounts must have identical registration information. PORTFOLIO REBALANCING PROGRAM If you have at least $5,000 in your account, you may participate in the Portfolio Rebalancing Program. Under this Program, you can designate how the total value of your fund holdings should be rebalanced, on a percentage basis, between two and ten of your funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your funds for shares of the same class of one or more other funds in your portfolio. Rebalancing will NOT occur if your portfolio is within 2% of your stated allocation. If you wish to participate in the Program, make changes or cancel the Program, the transfer agent must receive your request to participate, changes, or cancellation in good order at least five business days prior to the next rebalancing date, which is normally the 28th day of the last month of the period you choose. You may realize taxable gains from these exchanges. We may modify, suspend or terminate the Program at any time on 60 days prior written notice. You may participate in a portfolio rebalancing program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Portfolio Rebalancing Program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year. MCF--02/07 A-8 ------------- THE AIM FUNDS ------------- RETIREMENT PLANS Shares of most of the funds can be purchased through tax-sheltered retirement plans made available to corporations, individuals and employees of non-profit organizations and public schools. A plan document must be adopted to establish a retirement plan. You may use ADI sponsored retirement plans, which include IRAs, Roth IRAs, SIMPLE IRA plans, SEP/SARSEP plans, 403(b) plans, Solo 401(k) plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. AIM Investment Services, Inc. assesses certain fees associated with the maintenance of certain types of retirement plan accounts and the provision of specialized recordkeeping services for those plan accounts. ADI also assesses certain fees associated with the maintenance of retirement plan documents for which it acts as the prototype sponsor. Contact your financial advisor for details. - -------------------------------------------------------------------------------- EACH FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO: - REJECT OR CANCEL ALL OR ANY PART OF ANY PURCHASE OR EXCHANGE ORDER; - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY FUND; - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE SYSTEMATIC PURCHASE PLAN AND SYSTEMATIC REDEMPTION PLAN OPTIONS ON THE SAME ACCOUNT; OR - SUSPEND, CHANGE OR WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS. - -------------------------------------------------------------------------------- REDEEMING SHARES REDEMPTION FEE You may be charged a 2% redemption fee (on redemption proceeds) if you redeem, including redeeming by exchange, shares of the following funds within 30 days of their purchase: AIM Advantage Health AIM Global Value Fund Sciences Fund AIM Gold & Precious Metals Fund AIM Asia Pacific Growth Fund AIM High Yield Fund AIM China Fund AIM International Allocation Fund AIM Developing Markets Fund AIM International Core Equity Fund AIM European Growth Fund AIM International Growth Fund AIM European Small Company AIM International Small Company Fund Fund AIM International Total Return Fund AIM Floating Rate Fund AIM Japan Fund AIM Global Aggressive Growth AIM S&P 500 Index Fund Fund AIM Trimark Fund AIM Global Equity Fund AIM Global Growth Fund AIM Global Health Care Fund AIM Global Real Estate Fund
The redemption fee will be retained by the fund from which you are redeeming shares (including redemptions by exchange), and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the fund. The redemption fee is imposed to the extent that the number of fund shares you redeem exceeds the number of fund shares that you have held for more than 30 days. In determining whether the minimum 30 day holding period has been met, only the period during which you have held shares of the fund from which you are redeeming is counted. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last. The 2% redemption fee generally will not be charged on transactions involving the following: (1) total or partial redemptions of shares by omnibus accounts maintained by brokers that do not have the systematic capability to process the redemption fee; (2) total or partial redemptions of shares by approved fee-based programs that do not have the systematic capability to process the redemption fee; (3) total or partial redemptions of shares held through retirement plans maintained pursuant to Sections 401, 403, 408, 408A and 457 of the Internal Revenue Code (the Code) where the systematic capability to process the redemption fee does not exist; (4) total or partial redemptions effectuated by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and insurance company separate accounts which use the funds as underlying investments; (5) total or partial redemptions effectuated pursuant to an automatic non-discretionary rebalancing program or a systematic withdrawal plan established with the funds or a financial intermediary; (6) total or partial redemptions requested within 30 days following the death or post-purchase disability of (i) any registered shareholder on an account or (ii) the settlor of a living trust which is the registered shareholder of an account, of shares held in the account at the time of death or initial determination of post-purchase disability; (7) total or partial redemption of shares acquired through investment of dividends and other distributions; or (8) redemptions initiated by a fund. The AIM Affiliates' goals are to apply the redemption fee on all classes of shares of the above funds regardless of the type of account in which such shares are held. This goal is not immediately achievable because of systems limitations and marketplace resistance. Brokers that maintain omnibus accounts, sponsors of fee-based program accounts and retirement plan administrators for accounts that are exempt from the redemption fee pursuant to (1) through (8) above may impose a redemption fee that has different characteristics, which may be more or less restrictive, than those set forth above. Some investments in the funds are made indirectly through conduit investment vehicles. If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to assess MCF--02/07 A-9 ------------- THE AIM FUNDS ------------- redemption fees on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle. In these cases, the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the conduit investment vehicle in a fund. The funds have the discretion to waive the 2% redemption fee if a fund is in jeopardy of losing its registered investment company qualification for tax purposes. Your broker or financial advisor may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC) in addition to the redemption fee. REDEMPTION OF CLASS A SHARES AND AIM CASH RESERVE SHARES ACQUIRED BY EXCHANGE If you purchase $1,000,000 or more of Class A shares of any fund, or if you make additional purchases of Class A shares at net asset value, your shares may be subject to a CDSC upon redemption as described below.
SHARES INITIALLY SHARES HELD CDSC APPLICABLE UPON PURCHASED AFTER AN EXCHANGE REDEMPTION OF SHARES --------- ----------------- -------------------- - - Class A shares of Category - Class A shares of Category I, - 1% if shares are redeemed I, II or IV Fund II or IV Fund within 18 months of initial - Class A shares of Category III purchase of Category I, II or Fund(2) IV Fund - AIM Cash Reserve Shares of AIM Money Market Fund - - Class A shares of Category - Class A shares of Category I, - 1% if shares are redeemed III Fund(1) II or IV Fund within 18 months of initial purchase of Category III Fund shares - - Class A shares of Category - Class A shares of Category III - No CDSC III Fund(1) Fund(2) - Class A shares of AIM Tax- Exempt Cash Fund - AIM Cash Reserve Shares of AIM Money Market
(1) As of the close of business on October 30, 2002, only existing shareholders of Class A shares of a Category III Fund may purchase such shares. (2) Class A shares of a Category I, II, III or IV Fund may not be exchanged for Class A shares of a Category III Fund. HOW TO REDEEM SHARES - -------------------------------------------------------------------------------- Through a Financial Advisor Contact your financial advisor, including your retirement plan or program sponsor. By Mail Send a written request to the transfer agent. Requests must include (1) original signatures of all registered owners/trustees; (2) the name of the fund and your account number; (3) if the transfer agent does not hold your shares, endorsed share certificates or share certificates accompanied by an executed stock power; and (4) signature guarantees, if necessary (see below). The transfer agent may require that you provide additional information, such as corporate resolutions or powers of attorney, if applicable. If you are redeeming from an IRA account, you must include a statement of whether or not you are at least 59 1/2 years old and whether you wish to have federal income tax withheld from your proceeds. The transfer agent may require certain other information before you can redeem from an employer-sponsored retirement plan. Contact your employer for details. By Telephone Call the transfer agent at 1-800-959-4246 or our AIM 24-hour Automated Investor Line at 1-800-246-5463. You will be allowed to redeem by telephone if (1) the proceeds are to be mailed to the address on record (if there has been no change communicated to us within the last 30 days) or transferred electronically to a pre-authorized checking account; (2) you do not hold physical share certificates; (3) you can provide proper identification information; (4) the proceeds of the redemption do not exceed $250,000; and (5) you have not previously declined the telephone redemption privilege. Certain retirement accounts and 403(b) plans, may not be redeemed by telephone. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must receive your call during the hours of the customary trading session of the New York Stock Exchange (NYSE) in order to effect the redemption at that day's closing price. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must receive your call before the last net asset value determination on a business day in order to effect the redemption at that day's closing price. You may, with limited exceptions, redeem from an IRA account by telephone. Redemptions from other types of retirement accounts may be requested in writing. By Internet Place your redemption request at www.aiminvestments.com. You will be allowed to redeem by internet if (1) you do not hold physical share certificates; (2) you can provide proper identification information; (3) the proceeds of the redemption do not exceed $250,000; and (4) you have already provided proper bank information. AIM prototype retirement accounts may not be redeemed on the internet. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must confirm your transaction during the hours of the customary trading session of the NYSE in order to effect the redemption at that day's closing price. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must confirm your transaction before the last net asset value determination on a business day in order to effect the redemption at that day's closing price.
- -------------------------------------------------------------------------------- MCF--02/07 A-10 ------------- THE AIM FUNDS ------------- TIMING AND METHOD OF PAYMENT We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check, you will be required to wait up to ten business days before we will send your redemption proceeds. This delay is necessary to ensure that the purchase check has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted. REDEMPTION BY MAIL If you mail us a request in good order to redeem your shares, we will mail you a check in the amount of the redemption proceeds to the address on record with us. If your request is not in good order, you may have to provide us with additional documentation in order to redeem your shares. REDEMPTION BY TELEPHONE If you redeem by telephone, we will mail you a check in the amount of the redemption proceeds to your address of record (if there has been no change communicated to the transfer agent within the previous 30 days) or transmit them electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine, but we are not liable for telephone instructions that are reasonably believed to be genuine. REDEMPTION BY INTERNET If you redeem by internet, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by internet are genuine, but we are not liable for internet instructions that are reasonably believed to be genuine. PAYMENT FOR SYSTEMATIC REDEMPTIONS You may arrange for regular monthly or quarterly withdrawals from your account of at least $50. You also may make annual withdrawals if you own Class A shares. We will redeem enough shares from your account to cover the amount withdrawn. You must have an account balance of at least $5,000 to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent. EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY) If we receive your redemption order before 11:30 a.m. Eastern Time, we will try to transmit payment of redemption proceeds on that same day. If we receive your redemption order after 11:30 a.m. Eastern Time and before the close of the customary trading session of the NYSE, we generally will transmit payment on the next business day. REDEMPTIONS BY CHECK (CLASS A SHARES OF AIM TAX-EXEMPT CASH FUND, AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND AND INVESTOR CLASS SHARES OF AIM MONEY MARKET FUND, AIM TAX-EXEMPT CASH FUND, PREMIER PORTFOLIO, PREMIER TAX-EXEMPT PORTFOLIO AND PREMIER U.S. GOVERNMENT MONEY PORTFOLIO ONLY) You may redeem shares of these funds by writing checks in amounts of $250 or more if you have completed an authorization form. Redemption by check is not available for retirement accounts. SIGNATURE GUARANTEES We require a signature guarantee when you redeem by mail and (1) the amount is greater than $250,000; (2) you request that payment be made to someone other than the name registered on the account; (3) you request that payment be sent somewhere other than the bank of record on the account; or (4) you request that payment be sent to a new address or an address that changed in the last 30 days. The transfer agent will accept a guarantee of your signature by a number of financial institutions. Call the transfer agent for additional information. Some institutions have transaction amount maximums for these guarantees. Please check with the guarantor institution. REDEMPTIONS IN KIND Although the funds generally intend to pay redemption proceeds solely in cash, the funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). REDEMPTIONS BY THE FUNDS If your account (Class A, Class A3, Class B, Class C and Investor Class shares only) has been open at least one year, you have not made an additional purchase in the account during the past six calendar months, and the value of your account falls below $500 ($250 for Investor Class shares) for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the funds have the right to redeem the account after giving you 60 days' prior written notice. You may avoid having your account redeemed during the notice period by bringing the account value up to $500 ($250 for Investor Class shares) or by utilizing the Automatic Investment Plan. If the fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or the fund is not able to verify your identity as required by law, the fund may, at its discretion, redeem the account and distribute the proceeds to you. EXCHANGING SHARES You may, under certain circumstances, exchange shares in one fund for those of another fund. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. Before requesting an exchange, review the prospectus of the fund you wish to acquire. Exchange privileges also apply to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992. You may be charged a redemption fee on certain redemptions, including exchanges. See "Redeeming Shares -- Redemption Fee." MCF--02/07 A-11 ------------- THE AIM FUNDS ------------- PERMITTED EXCHANGES Except as otherwise stated under "Exchanges Not Permitted," you generally may exchange your shares for shares of the same class of another fund.
- ------------------------------------------------------------------------------------------------------------------------------------ EXCHANGE FROM EXCHANGE TO ALLOWED PROHIBITED - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class A, A3, Investor Class, or AIM Cash Reserve Shares. Exceptions are: - Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - Class A Shares of AIM Limited Maturity Treasury Fund, X AIM Tax-Exempt Cash Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class B, C, P, R or Institutional Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class A3 Class A, A3, Investor Class, or AIM Cash Reserve Shares. Exceptions are: - Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be X exchanged for Class A Shares of those funds. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ Class A3 Class B, C, P, R or Institutional Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class B Class B. X - ------------------------------------------------------------------------------------------------------------------------------------ Class B Class A, A3, C, P, R, AIM Cash Reserve Shares, Institutional or Investor Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class C Class C. X - ------------------------------------------------------------------------------------------------------------------------------------ Class C Class A, A3, B, P, R, AIM Cash Reserve Shares, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class R Class R X - ------------------------------------------------------------------------------------------------------------------------------------ Class R Class A, A3, B, C, P, AIM Cash Reserve Shares, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ AIM Cash Reserve Shares Class A, A3, B, C, R, or Investor Class shares. Exceptions are: - Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - Shares to be exchanged for Class B, C or R shares X must not have been acquired by exchange from Class A shares of any fund. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ AIM Cash Reserve Shares Class P or Institutional Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Class Institutional Class X - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Class Class A, A3, B, C, P, R, AIM Cash Reserve Shares or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Investor Class A, A3, or Investor Class. Exceptions are: - Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares. X - Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - ------------------------------------------------------------------------------------------------------------------------------------ Investor Class Class B, C, P, R, AIM Cash Reserve Shares or Institutional Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class P Class A, A3, or AIM Cash Reserve Shares. Exceptions are: - Class A shares of AIM Limited Maturity Treasury Fund X and AIM Tax-Free Intermediate Fund are currently closed to new investors. - ------------------------------------------------------------------------------------------------------------------------------------ Class P Class B, C, R, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------
MCF--02/07 A-12 ------------- THE AIM FUNDS ------------- You may be required to pay an initial sales charge when exchanging from a fund with a lower initial sales charge than the one into which you are exchanging. If you exchange into shares that are subject to a CDSC, we will begin the holding period for purposes of calculating the CDSC on the date you made your initial purchase. EXCHANGES OF CLASS P SHARES If a shareholder exchanges Class P shares of AIM Summit Fund for Class A shares, A3 shares or AIM Cash Reserve Shares of another fund, that shareholder will only be able to purchase Class P shares of AIM Summit Fund if the investor qualifies to make additional purchases under the limitations set forth above under Choosing a Share Class--Sales Charges--Class P Shares. If the investor does not qualify to make additional purchases of Class P shares, the investor will be able to invest in Class A, B or C shares of AIM Summit Fund, either through exchange or by making additional investments, subject to the limitations and sales charges discussed herein. EXCHANGES NOT SUBJECT TO A SALES CHARGE You will not pay an initial sales charge when exchanging: (1) Class A shares with an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for (a) Class A shares of another fund; (b) AIM Cash Reserve Shares of AIM Money Market Fund; or (c) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund; or (2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for (a) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or (b) Class A shares of another Fund, but only if (i) you acquired the original shares before May 1, 1994; or (ii) you acquired the original shares on or after May 1, 1994 by way of an exchange from shares with higher initial sales charges; or (3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for (a) Class A shares of a fund subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if you acquired the original shares (i) prior to May 1, 1994 by exchange from Class A shares subject to an initial sales charge; (ii) on or after May 1, 1994 by exchange from Class A shares subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or (4) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund for (a) AIM Cash Reserve Shares of AIM Money Market Fund; or (b) Class A shares of AIM Tax-Exempt Cash Fund; or (5) Investor Class shares for Class A or Class A3 shares of any fund which does not offer Investor Class shares; or (6) Class P shares of AIM Summit Fund for (a) Class A shares of another fund; (b) AIM Cash Reserve Shares of AIM Money Market Fund; or (c) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund. You will not pay a CDSC or other sales charge when exchanging: (1) Class A shares for other Class A shares; (2) Class B shares for other Class B shares; (3) Class C shares for other Class C shares; (4) Class R shares for other Class R shares. EXCHANGES NOT PERMITTED For shares purchased prior to November 15, 2001, you may not exchange: (1) Class A shares of Category I or II funds (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund; (2) Class A shares of Category III funds purchased at net asset value for Class A shares of a Category I, II or IV fund; (3) on or after January 15, 2002, AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of Category III AIM Funds that are subject to a CDSC. For shares purchased on or after November 15, 2001, you may not exchange: (1) Class A shares of Category I, II or IV fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund; (2) Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or (3) AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any fund or for Class A shares of any fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I, II or IV fund and exchanged those shares for AIM Cash Reserve Shares of AIM Money Market Fund, you may further exchange the AIM Cash Reserve Shares for Class A shares of a Category I, II or IV fund. EXCHANGE CONDITIONS The following conditions apply to all exchanges: - - Shares of the fund you wish to acquire must be available for sale in your state of residence; - - Exchanges must be made between accounts with identical registration information; MCF--02/07 A-13 ------------- THE AIM FUNDS ------------- - - The account you wish to exchange from must have a certified tax identification number (or the Fund has received an appropriate Form W-8 or W-9); - - Shares must have been held for at least one day prior to the exchange with the exception of dividends that are reinvested; and - - If you have physical share certificates, you must return them to the transfer agent prior to the exchange. TERMS OF EXCHANGE Under unusual market conditions, a fund may delay the purchase of shares being acquired in an exchange for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating funds or the distributor may modify or terminate this privilege at any time. The fund or the distributor will provide you with notice of such modification or termination whenever it is required to do so by applicable law, but may impose changes at any time for emergency purposes. BY MAIL If you wish to make an exchange by mail, you must include original signatures of each registered owner exactly as the shares are registered, the account registration and account number, the dollar amount or number of shares to be exchanged and the names of the funds from which and into which the exchange is to be made. BY TELEPHONE Conditions that apply to exchanges by telephone are the same as redemptions by telephone, including that the transfer agent must receive exchange requests during the hours of the customary trading session of the NYSE; however, you still will be allowed to exchange by telephone even if you have changed your address of record within the preceding 30 days. BY INTERNET You will be allowed to exchange by internet if you do not hold physical share certificates and you provide the proper identification information. EXCHANGING CLASS B, CLASS C AND CLASS R SHARES If you make an exchange involving Class B, Class C shares or Class R shares subject to a CDSC, the amount of time you held the original shares will be credited to the holding period of the Class B, Class C or Class R shares, respectively, into which you exchanged for the purpose of calculating contingent deferred sales charges (CDSC) if you later redeem the exchanged shares. If you redeem Class C shares acquired by exchange via a repurchase offer by the closed-end AIM Floating Rate Fund, prior to April 13, 2006, you will be credited with the time period you held the Class C shares of the closed-end AIM Floating Rate Fund for the purpose of computing the CDSC applicable to those exchanged shares. If you redeem Class C shares of AIM Floating Rate Fund that were acquired on April 13, 2006 when AIM Floating Rate Fund was reorganized as an open-end fund, you will be credited with the time period you held Class C shares of the closed-end AIM Floating Rate Fund, for the purpose of computing the CDSC if you later redeem such shares. PRICING OF SHARES DETERMINATION OF NET ASSET VALUE The price of each fund's shares is the fund's net asset value per share. The funds value portfolio securities for which market quotations are readily available at market value. The funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. Even when market quotations are available, they may be stale or unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where AIM determines that the closing price of the security is unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values. AIM may use indications of fair value from pricing services approved by the Boards of Trustees. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Boards of Trustees. As a means of evaluating its fair value process, AIM routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Boards of Trustees. Specific types of securities are valued as follows: Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities: Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes MCF--02/07 A-14 ------------- THE AIM FUNDS ------------- provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data. Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund. Fixed Income Securities: Government, corporate, asset-backed and municipal bonds, convertible securities, including high yield or junk bonds, and loans, normally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service and independent quoted prices are unreliable, the AIM valuation committee will fair value the security using procedures approved by the Boards of Trustees. Short-term Securities: The funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio value all their securities at amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund and AIM Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities. Futures and Options: Futures and options are valued on the basis of market quotations, if available. Open-end Funds: To the extent a fund invests in other open-end funds, other than open-end funds that are exchange traded, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests. Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing. For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each non-money market fund's portfolio securities transactions are recorded no later than the first business day following the trade date. Transactions in money market fund portfolio securities are normally accounted for on a trade date basis. TIMING OF ORDERS For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, purchase orders that are received and accepted before the close of the customary trading MCF--02/07 A-15 ------------- THE AIM FUNDS ------------- session or any earlier NYSE closing time on a business day generally are processed that day and settled on the next business day. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day, prior to the last net asset value determination on such business day; however, if your order is received and accepted after the close of the customary trading session or any earlier NYSE closing time that day, your order generally will be processed on the next business day and settled on the second business day following the receipt and acceptance of your order. For all funds, you can exchange shares on each business day, prior to the close of the customary trading session or any earlier NYSE closing time that day. Shareholders of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio therefore cannot exchange their shares after the close of the customary trading session or any earlier NYSE closing time on a particular day, even though these funds remain open after such closing time. The funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading. TAXES In general, dividends and distributions you receive are taxable as ordinary income or long-term capital gains for federal income tax purposes, whether you reinvest them in additional shares or take them in cash. Distributions are generally taxable to you at different rates depending on the length of time the fund holds its assets and the type of income that the fund earns. Different tax rates apply to ordinary income, qualified dividend income, and long-term capital gain distributions. Every year, you will be sent information showing the amount of dividends and distributions you received from each fund during the prior year. Any long-term or short-term capital gains realized from redemptions of fund shares will be subject to federal income tax. Exchanges of shares for shares of another fund are treated as a sale, and any gain realized on the transaction will generally be subject to federal income tax. INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING "OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THEIR PROSPECTUS. The foreign, state and local tax consequences of investing in fund shares may differ materially from the federal income tax consequences described above. In addition, the preceding discussion concerning the taxability of fund dividends and distributions and of redemptions and exchanges of fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Internal Revenue Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing. MCF--02/07 A-16 OBTAINING ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- More information may be obtained free of charge upon request. The Statement of Additional Information (SAI), a current version of which is on file with the Securities and Exchange Commission (SEC), contains more details about the fund and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the fund's investments. The fund's annual report also discusses the market conditions and investment strategies that significantly affected the fund's performance during its last fiscal year. The fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q. If you have questions about this fund, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of the fund's current SAI or annual or semiannual reports, please contact us by mail at AIM Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-0739 or BY TELEPHONE: (800) 959-4246 ON THE INTERNET: You can send us a request by e-mail or download prospectuses, SAIs, annual or semiannual reports via our website: http://www.aiminvestments.com THE FUND'S MOST RECENT PORTFOLIO HOLDINGS, AS FILED ON FORM N-Q, ARE ALSO AVAILABLE AT HTTP://WWW.AIMINVESTMENTS.COM.
You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room. - ---------------------------------------- AIM Capital Development Fund SEC 1940 Act file number: 811-01424 ---------------------------------------- AIMinvestments.com CDV-PRO-1 YOUR GOALS. OUR SOLUTIONS. [AIM INVESTMENTS LOGO APPEARS HERE] --Registered Trademark-- --Registered Trademark-- AIM Charter Fund PROSPECTUS February 28, 2007 AIM Charter Fund's investment objective is growth of capital. - -------------------------------------------------------------------------------- This prospectus contains important information about the Class A, B, C and R shares of the fund. Please read it before investing and keep it for future reference. As with all other mutual fund securities, the Securities and Exchange Commission has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime. An investment in the fund: - - is not FDIC insured; - - may lose value; and - - is not guaranteed by a bank. ---------------- AIM CHARTER FUND ---------------- TABLE OF CONTENTS - -------------------------------------------------------------------------------- INVESTMENT OBJECTIVE AND STRATEGIES 1 - ------------------------------------------------------ PRINCIPAL RISKS OF INVESTING IN THE FUND 1 - ------------------------------------------------------ PERFORMANCE INFORMATION 2 - ------------------------------------------------------ Annual Total Returns 2 Performance Table 3 FEE TABLE AND EXPENSE EXAMPLE 4 - ------------------------------------------------------ Fee Table 4 Expense Example 4 HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION 5 - ------------------------------------------------------ DISCLOSURE OF PORTFOLIO HOLDINGS 6 - ------------------------------------------------------ FUND MANAGEMENT 6 - ------------------------------------------------------ The Advisor 6 Advisor Compensation 6 Portfolio Manager(s) 7 OTHER INFORMATION 7 - ------------------------------------------------------ Sales Charges 7 Dividends and Distributions 7 FINANCIAL HIGHLIGHTS 8 - ------------------------------------------------------ SHAREHOLDER INFORMATION A-1 - ------------------------------------------------------ Choosing a Share Class A-1 Excessive Short-Term Trading Activity Disclosures A-5 Purchasing Shares A-7 Redeeming Shares A-9 Exchanging Shares A-11 Pricing of Shares A-14 Taxes A-16 OBTAINING ADDITIONAL INFORMATION Back Cover - ------------------------------------------------------
The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA, Invest with DISCIPLINE, The AIM College Savings Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions. are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM Private Asset Management, AIM Private Asset Management and Design, AIM Stylized and/or Design, AIM Alternative Assets and Design and myaim.com are service marks of A I M Management Group Inc. AIM Trimark is a registered service mark of A I M Management Group Inc. and AIM Funds Management Inc. No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and you should not rely on such other information or representations. ---------------- AIM CHARTER FUND ---------------- INVESTMENT OBJECTIVE AND STRATEGIES - -------------------------------------------------------------------------------- The fund's investment objective is growth of capital. The investment objective of the fund may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet its objective by investing normally at least 65% of its total assets in securities of established companies that have long-term above-average growth in earnings and growth companies that the portfolio manager believes have the potential for above-average growth in earnings. In selecting investments, the portfolio manager seeks to identify those companies that are, in his view, undervalued relative to current or projected earnings, or the current market value of assets owned by the company. The primary emphasis of the portfolio manager's search for undervalued equity securities is in four categories: (1) out-of-favor cyclical growth companies; (2) established growth companies that are undervalued compared to historical relative valuation parameters; (3) companies where there is early but tangible evidence of improving prospects which are not yet reflected in the value of the companies' equity securities; and (4) companies whose equity securities are selling at prices that do not yet reflect the current market value of their assets. The portfolio manager considers whether to sell a particular security when any of these factors materially changes. The fund may also invest up to 25% of its total assets in foreign securities. For risk management or cash management purposes, the fund may hold a portion of its assets in cash or cash equivalents, including shares of affiliated money market funds. Any percentage limitations with respect to assets of the fund are applied at the time of purchase. In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the fund may temporarily hold all or a portion of its assets in cash, cash equivalents or high-quality debt instruments. As a result, the fund may not achieve its investment objective. A larger position in cash or cash equivalents could detract from achieving the fund's objective, but could also reduce the fund's exposure in the event of a market downturn. PRINCIPAL RISKS OF INVESTING IN THE FUND - -------------------------------------------------------------------------------- There is a risk that you could lose all or a portion of your investment in the fund. The value of your investment in the fund will go up and down with the prices of the securities in which the fund invests. The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. Foreign securities have additional risks, including exchange rate changes, political and economic upheaval, the relative lack of information about these companies, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards. To the extent the fund holds cash or cash equivalents rather than equity securities for risk management purposes, the fund may not achieve its investment objective. An investment in the fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. 1 ---------------- AIM CHARTER FUND ---------------- PERFORMANCE INFORMATION - -------------------------------------------------------------------------------- The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance. ANNUAL TOTAL RETURNS - -------------------------------------------------------------------------------- The following bar chart shows changes in the performance of the fund's Class A shares from year to year. The bar chart does not reflect sales loads. If it did, the annual total returns shown would be lower. (PERFORMANCE GRAPH)
ANNUAL YEARS ENDED TOTAL DECEMBER 31 RETURNS - ----------- ------- 1997................................................................... 24.73% 1998................................................................... 26.83% 1999................................................................... 33.87% 2000................................................................... -14.69% 2001................................................................... -23.09% 2002................................................................... -16.14% 2003................................................................... 23.99% 2004................................................................... 8.67% 2005................................................................... 4.93% 2006................................................................... 16.27%
During the periods shown in the bar chart, the highest quarterly return was 26.08% (quarter ended December 31, 1998) and the lowest quarterly return was - -21.72% (quarter ended September 30, 2001). 2 ---------------- AIM CHARTER FUND ---------------- PERFORMANCE TABLE The following performance table compares the fund's performance to that of a broad-based securities market index, a style specific index and a peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payment of fees, expenses or taxes. The fund is not managed to track the performance of any particular index, including the indices shown below, and consequently, the performance of the fund may deviate significantly from the performance of the indices shown below.
AVERAGE ANNUAL TOTAL RETURNS - -------------------------------------------------------------------------------- (for the periods ended December 31, SINCE INCEPTION 2006) 1 YEAR 5 YEARS 10 YEARS INCEPTION(1) DATE - -------------------------------------------------------------------------------- Class A 11/26/68 Return Before Taxes 9.83% 5.42% 6.12% -- Return After Taxes on Distributions 9.72 5.34 5.22 -- Return After Taxes on Distributions and Sale of Fund Shares 6.55 4.67 4.89 -- Class B 06/26/95 Return Before Taxes 10.47 5.56 6.10 -- Class C 08/04/97 Return Before Taxes 14.42 5.89 -- 3.79% Class R(2) 11/26/68(2) Return Before Taxes 16.04 6.37 6.48 -- - -------------------------------------------------------------------------------- S&P 500--registered trademark-- Index(3) 15.78 6.19 8.42 -- Russell 1000(R) Index(3,4) 15.46 6.82 8.64 -- Lipper Large-Cap Core Funds Index(3,5) 13.39 5.00 7.27 -- - --------------------------------------------------------------------------------
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A only and after-tax returns for Class B, C and R will vary. (1) Since Inception performance is only provided for a class with less than ten calendar years of performance. (2) The return shown for the one year period is the historical performance of the fund's Class R shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Class R shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Class R shares is June 3, 2002. (3) The S&P 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has also included the Russell 1000 Index, which the fund believes more closely reflects the performance of the types of securities in which the fund invests. In addition, the Lipper Large-Cap Core Funds Index (which may or may not include the fund) is included for comparison to a peer group. (4) The Russell 1000 Index measures the performance of the 1,000 largest companies domiciled in the United States. (5) The Lipper Large-Cap Core Funds Index is an equally weighted representation of the 30 largest funds in the Lipper Large-Cap Core category. These funds, by portfolio practice, invest in at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than 300% of the dollar-weighted median market capitalization of the middle 1000 securities of the S&P SuperComposite 1500 Index. Large-Cap Core funds have more latitude in the companies in which they invest. These funds typically have an average price-to-earnings ratio, price-to-book ratio, and three year sales-per-share growth value, compared to the S&P 500 Index. 3 ---------------- AIM CHARTER FUND ---------------- FEE TABLE AND EXPENSE EXAMPLE - -------------------------------------------------------------------------------- FEE TABLE This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
SHAREHOLDER FEES - ------------------------------------------------------------------------------- (fees paid directly from your investment) CLASS A CLASS B CLASS C CLASS R - ------------------------------------------------------------------------------- Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% None None None Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) None(1) 5.00% 1.00% None(1) - -------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(2) - -------------------------------------------------------------------------------- (expenses that are deducted from fund assets) CLASS A CLASS B CLASS C CLASS R - -------------------------------------------------------------------------------- Management Fees(3) 0.63% 0.63% 0.63% 0.63% Distribution and/or Service (12b-1) Fees 0.25 1.00 1.00 0.50 Other Expenses 0.39 0.39 0.39 0.39 Acquired Fund Fees and Expenses(4) 0.02 0.02 0.02 0.02 Total Annual Fund Operating Expenses 1.29 2.04 2.04 1.54 Fee Waiver(3) 0.01 0.01 0.01 0.01 Net Annual Fund Operating Expenses 1.28 2.03 2.03 1.53 - --------------------------------------------------------------------------------
(1) A contingent deferred sales charge may apply in some cases. See "Shareholder Information--Choosing a Share Class--Sales Charges." (2) There is no guarantee that actual expenses will be the same as those shown in the table. (3) Through December 31, 2012, the advisor has contractually agreed to waive a portion of its advisory fees to the extent necessary so that the advisory fees payable by the fund do not exceed a specified maximum annual advisory fee rate, wherein the fee rate includes breakpoints and is based upon net asset levels. The fund's maximum annual advisory fee rate ranges from 0.75% (for average net assets up to $150 million) to 0.52% (for average net assets over $10 billion). (4) Acquired fund fees are not fees and expenses incurred by the fund directly, but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the acquired fund fees and expenses are included in the total returns of the fund. If a financial institution is managing your account, you may also be charged a transaction or other fee by such financial institution. As a result of 12b-1 fees, long-term shareholders in the fund may pay more than the maximum permitted initial sales charge. EXPENSE EXAMPLE This example is intended to help you compare the costs of investing in different classes of the fund with the cost of investing in other mutual funds. The example assumes that you: (i) invest $10,000 in the fund for the time periods indicated; (ii) redeem all of your shares at the end of the periods indicated; (iii) earn a 5% return on your investment before operating expenses each year; (iv) incur the same amount in operating expenses each year (after taking into account the effect of any contractual fee waivers and/or expense reimbursements; and, in the event you hold Class B shares, any applicable reduction in Annual Fund Operating Expenses due to a conversion of your shares to Class A); and (v) incur the applicable initial sales charges (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge). To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your cost would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- Class A $673 $934 $1,214 $2,015 Class B 706 937 1,293 2,171(1) Class C 306 637 1,093 2,363 Class R 156 483 834 1,829 - --------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- Class A $673 $934 $1,214 $2,015 Class B 206 637 1,093 2,171(1) Class C 206 637 1,093 2,363 Class R 156 483 834 1,829 - --------------------------------------------------------------------------------
(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on. 4 ---------------- AIM CHARTER FUND ---------------- HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION - -------------------------------------------------------------------------------- The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following: - You invest $10,000 in the fund and hold it for the entire 10 year period; - Your investment has a 5% return before expenses each year; - The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed; - Hypotheticals both with and without any applicable initial sales charge applied (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and - There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.
CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.28% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses (1.98)% 1.66% 5.44% 9.37% 13.43% End of Year Balance $ 9,801.54 $10,166.16 $10,544.34 $10,936.59 $11,343.43 Estimated Annual Expenses $ 673.21 $ 127.79 $ 132.55 $ 137.48 $ 142.59 - ------------------------------------------------------------------------------------------- CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.28% 1.29% 1.29% 1.29% 1.29% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 17.65% 22.02% 26.55% 31.24% 36.11% End of Year Balance $11,765.40 $12,201.90 $12,654.59 $13,124.08 $13,610.98 Estimated Annual Expenses $ 147.90 $ 154.59 $ 160.32 $ 166.27 $ 172.44 - -------------------------------------------------------------------------------------------
CLASS A WITHOUT FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.28% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.72% 7.58% 11.58% 15.73% 20.04% End of Year Balance $10,372.00 $10,757.84 $11,158.03 $11,573.11 $12,003.63 Estimated Annual Expenses $ 130.38 $ 135.23 $ 140.26 $ 145.48 $ 150.89 - ------------------------------------------------------------------------------------------- CLASS A WITHOUT FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.28% 1.29% 1.29% 1.29% 1.29% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 24.50% 29.12% 33.91% 38.88% 44.03% End of Year Balance $12,450.16 $12,912.06 $13,391.10 $13,887.91 $14,403.15 Estimated Annual Expenses $ 156.50 $ 163.59 $ 169.66 $ 175.95 $ 182.48 - -------------------------------------------------------------------------------------------
CLASS B(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 2.03% 2.03% 2.03% 2.03% 2.03% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 2.97% 6.03% 9.18% 12.42% 15.76% End of Year Balance $10,297.00 $10,602.82 $10,917.72 $11,241.98 $11,575.87 Estimated Annual Expenses $ 206.01 $ 212.13 $ 218.43 $ 224.92 $ 231.60 - ------------------------------------------------------------------------------------------- CLASS B(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 2.03% 2.04% 2.04% 1.29% 1.29% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 19.20% 22.72% 26.36% 31.05% 35.91% End of Year Balance $11,919.67 $12,272.49 $12,635.76 $13,104.55 $13,590.72 Estimated Annual Expenses $ 238.48 $ 246.76 $ 254.06 $ 166.02 $ 172.18 - -------------------------------------------------------------------------------------------
CLASS C(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 2.03% 2.03% 2.03% 2.03% 2.03% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 2.97% 6.03% 9.18% 12.42% 15.76% End of Year Balance $10,297.00 $10,602.82 $10,917.72 $11,241.98 $11,575.87 Estimated Annual Expenses $ 206.01 $ 212.13 $ 218.43 $ 224.92 $ 231.60 - ------------------------------------------------------------------------------------------- CLASS C(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 2.03% 2.04% 2.04% 2.04% 2.04% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 19.20% 22.72% 26.36% 30.10% 33.95% End of Year Balance $11,919.67 $12,272.49 $12,635.76 $13,009.78 $13,394.87 Estimated Annual Expenses $ 238.48 $ 246.76 $ 254.06 $ 261.58 $ 269.33 - -------------------------------------------------------------------------------------------
CLASS R YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.53% 1.53% 1.53% 1.53% 1.53% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.47% 7.06% 10.78% 14.62% 18.60% End of Year Balance $10,347.00 $10,706.04 $11,077.54 $11,461.93 $11,859.66 Estimated Annual Expenses $ 155.65 $ 161.06 $ 166.64 $ 172.43 $ 178.41 - ------------------------------------------------------------------------------------------- CLASS R YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.53% 1.54% 1.54% 1.54% 1.54% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 22.71% 26.96% 31.35% 35.90% 40.60% End of Year Balance $12,271.19 $12,695.77 $13,135.05 $13,589.52 $14,059.72 Estimated Annual Expenses $ 184.60 $ 192.25 $ 198.90 $ 205.78 $ 212.90 - -------------------------------------------------------------------------------------------
(1) Your actual expenses may be higher or lower than those shown. (2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C have not been deducted. 5 ---------------- AIM CHARTER FUND ---------------- DISCLOSURE OF PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The fund's portfolio holdings are disclosed on a regular basis in its semi-annual and annual reports to shareholders, and on Form N-Q, which is filed with the Securities and Exchange Commission (SEC) within 60 days of the fund's first and third fiscal quarter-ends. In addition, portfolio holdings information for the fund is available at http://www.aiminvestments.com. To reach this information, access the fund's overview page on the website. Links to the following fund information are located in the upper right side of this website page:
- --------------------------------------------------------------------------------------------------------------------------------- APPROXIMATE DATE OF INFORMATION REMAINS INFORMATION WEBSITE POSTING POSTED ON WEBSITE - --------------------------------------------------------------------------------------------------------------------------------- Top ten holdings as of month-end 15 days after month-end Until posting of the following month's top ten holdings - --------------------------------------------------------------------------------------------------------------------------------- Complete portfolio holdings as of 30 days after calendar quarter-end For one year calendar quarter-end - ---------------------------------------------------------------------------------------------------------------------------------
A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio holdings is available in the fund's Statement of Additional Information, which is available at http://www.aiminvestments.com. FUND MANAGEMENT - -------------------------------------------------------------------------------- THE ADVISOR A I M Advisors, Inc. (the advisor or AIM) serves as the fund's investment advisor and is responsible for its day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises all aspects of the fund's operations and provides investment advisory services to the fund, including obtaining and evaluating economic, statistical and financial information to formulate and implement investment programs for the fund. The advisor has acted as an investment advisor since its organization in 1976. Today, the advisor, together with its subsidiaries, advises or manages over 200 investment portfolios, including the fund, encompassing a broad range of investment objectives. On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlements. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC. Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM funds, IFG, AIM, ADI and/or related entities and individuals in the future. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the fund's Statement of Additional Information. As a result of the matters discussed above, investors in the AIM funds might react by redeeming their investments. This might require the funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the funds. ADVISOR COMPENSATION During the fiscal year ended October 31, 2006, the advisor received compensation of 0.62% of average daily net assets, after fee waivers. A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended October 31, 2006. 6 ---------------- AIM CHARTER FUND ---------------- PORTFOLIO MANAGER(S) Ronald S. Sloan, Senior Portfolio Manager, is primarily responsible for the day-to-day management of the fund's portfolio. He has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 1998. He is assisted by the advisor's Mid/Large Cap Core Team, which is comprised of portfolio managers and research analysts. Effective May 1, 2007, Ronald S. Sloan will become the lead manager, and the following portfolio managers will be added to the day-to-day management of the fund: - - Tyler Dann II, Portfolio Manager, who has been responsible for the fund since 2007 and has been associated with the advisor and/or its affiliates since 2004. From 1998 to 2004, Mr. Dann was a principal and senior research analyst at Banc of America Securities LLC. - - Brian Nelson, Portfolio Manager, who has been responsible for the fund since 2007 and has been associated with the advisor and/or its affiliates since 2004. From 2000 to 2004, Mr. Nelson was a senior telecommunications analyst for RCM Global investors. They will be assisted by the advisor's Mid/Large Cap Core Team, which is compromised of portfolio managers and research analysts. Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the team may change from time to time. More information on these portfolio manager(s) and the team, including biographies of members of the team, may be found on the advisor's website (http://www.aiminvestments.com). The website is not part of this prospectus. The fund's Statement of Additional Information provides additional information about the portfolio managers' investments in the fund, a description of their compensation structure, and information regarding other accounts they manage. OTHER INFORMATION - -------------------------------------------------------------------------------- SALES CHARGES Purchases of Class A shares of AIM Charter Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to the contingent deferred sales charge listed in that section. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges listed in that section. Certain purchases of Class R shares may be subject to the contingent deferred sales charge listed in that section. DIVIDENDS AND DISTRIBUTIONS The fund expects that its distributions, if any, will consist primarily of capital gains. DIVIDENDS The fund generally declares and pays dividends, if any, annually. CAPITAL GAINS DISTRIBUTIONS The fund generally distributes long-term and short-term capital gains, if any, annually. 7 ---------------- AIM CHARTER FUND ---------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended 2006 and 2005 has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request. Information prior to fiscal year 2005 was audited by other public accountants.
CLASS A ---------------------------------------------------------------------------------- YEAR ENDED OCTOBER 31, ---------------------------------------------------------------------------------- 2006 2005 2004 2003 2002 ---------- ---------- ---------- ---------- ---------- Net asset value, beginning of period $ 12.85 $ 12.16 $ 11.12 $ 9.57 $ 10.46 - ------------------------------------------------------------------------------------------------------------------ Income from investment operations: Net investment income 0.13(a) 0.15(a)(b) 0.06(a) 0.04(a) 0.01(c) - ------------------------------------------------------------------------------------------------------------------ Net gains (losses) on securities (both realized and unrealized) 2.10 0.65 1.00 1.51 (0.90) ================================================================================================================== Total from investment operations 2.23 0.80 1.06 1.55 (0.89) ================================================================================================================== Less dividends from net investment income (0.12) (0.11) (0.02) -- -- ================================================================================================================== Net asset value, end of period $ 14.96 $ 12.85 $ 12.16 $ 11.12 $ 9.57 __________________________________________________________________________________________________________________ ================================================================================================================== Total return(d) 17.49% 6.59% 9.58% 16.20% (8.51)% __________________________________________________________________________________________________________________ ================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $4,812,619 $1,638,002 $1,843,623 $2,008,702 $2,096,866 __________________________________________________________________________________________________________________ ================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.26%(e) 1.23% 1.26% 1.30% 1.22% - ------------------------------------------------------------------------------------------------------------------ Without fee waivers and/or expense reimbursements 1.27%(e) 1.25% 1.27% 1.30% 1.22% ================================================================================================================== Ratio of net investment income to average net assets 0.93%(e) 1.16% 0.54% 0.39% 0.09%(c) __________________________________________________________________________________________________________________ ================================================================================================================== Portfolio turnover rate 51% 54% 36% 28% 103% __________________________________________________________________________________________________________________ ==================================================================================================================
(a) Calculated using average shares outstanding. (b) Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income per share and the ratio of net investment income to average net assets excluding the special dividend are $0.10 and 0.80%, respectively. (c) As required, effective November 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investments Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share and the ratio of the net investment income to average net assets would have remained the same. (d) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (e) Ratios are based on average daily net assets of $3,389,309,980. 8 ---------------- AIM CHARTER FUND ---------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS B ------------------------------------------------------------------------------- YEAR ENDED OCTOBER 31, ------------------------------------------------------------------------------- 2006 2005 2004 2003 2002 ---------- -------- -------- ---------- ---------- Net asset value, beginning of period $ 12.27 $ 11.61 $ 10.67 $ 9.24 $ 10.18 - ------------------------------------------------------------------------------------------------------------------ Income from investment operations: Net investment income (loss) 0.02(a) 0.05(a)(b) (0.02)(a) (0.03)(a) (0.08)(c) - ------------------------------------------------------------------------------------------------------------------ Net gains (losses) on securities (both realized and unrealized) 2.02 0.62 0.96 1.46 (0.86) ================================================================================================================== Total from investment operations 2.04 0.67 0.94 1.43 (0.94) ================================================================================================================== Less dividends from net investment income (0.01) (0.01) -- -- -- ================================================================================================================== Net asset value, end of period $ 14.30 $ 12.27 $ 11.61 $ 10.67 $ 9.24 __________________________________________________________________________________________________________________ ================================================================================================================== Total return(d) 16.63% 5.76% 8.81% 15.48% (9.23)% __________________________________________________________________________________________________________________ ================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $1,547,422 $617,534 $885,500 $1,149,943 $1,204,617 __________________________________________________________________________________________________________________ ================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 2.01%(e) 1.95% 1.96% 2.00% 1.92% - ------------------------------------------------------------------------------------------------------------------ Without fee waivers and/or expense reimbursements 2.02%(e) 1.97% 1.97% 2.00% 1.92% ================================================================================================================== Ratio of net investment income (loss) to average net assets 0.18%(e) 0.44% (0.16)% (0.31)% (0.61)%(c) __________________________________________________________________________________________________________________ ================================================================================================================== Portfolio turnover rate 51% 54% 36% 28% 103% __________________________________________________________________________________________________________________ ==================================================================================================================
(a) Calculated using average shares outstanding. (b) Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income per share and the ratio of net investment income to average net assets excluding the special dividend are $0.00 and 0.08%, respectively. (c) As required, effective November 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investments Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share and the ratio of net investment income to average net assets would have remained the same. (d) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (e) Ratios are based on average daily net assets of $1,197,917,561. 9 ---------------- AIM CHARTER FUND ---------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS C ------------------------------------------------------------------------------- YEAR ENDED OCTOBER 31, ------------------------------------------------------------------------------- 2006 2005 2004 2003 2002 -------- -------- -------- -------- -------- Net asset value, beginning of period $ 12.30 $ 11.64 $ 10.70 $ 9.27 $ 10.21 - ------------------------------------------------------------------------------------------------------------------ Income from investment operations: Net investment income (loss) 0.02(a) 0.05(a)(b) (0.02)(a) (0.03)(a) (0.08)(c) - ------------------------------------------------------------------------------------------------------------------ Net gains (losses) on securities (both realized and unrealized) 2.03 0.62 0.96 1.46 (0.86) ================================================================================================================== Total from investment operations 2.05 0.67 0.94 1.43 (0.94) ================================================================================================================== Less dividends from net investment income (0.01) (0.01) -- -- -- ================================================================================================================== Net asset value, end of period $ 14.34 $ 12.30 $ 11.64 $ 10.70 $ 9.27 __________________________________________________________________________________________________________________ ================================================================================================================== Total return(d) 16.67% 5.75% 8.79% 15.43% (9.21)% __________________________________________________________________________________________________________________ ================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $287,359 $107,776 $138,305 $163,859 $170,444 __________________________________________________________________________________________________________________ ================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 2.01%(e) 1.95% 1.96% 2.00% 1.92% - ------------------------------------------------------------------------------------------------------------------ Without fee waivers and/or expense reimbursements 2.02%(e) 1.97% 1.97% 2.00% 1.92% ================================================================================================================== Ratio of net investment income (loss) to average net assets 0.18%(e) 0.44% (0.16)% (0.31)% (0.61)%(c) __________________________________________________________________________________________________________________ ================================================================================================================== Portfolio turnover rate 51% 54% 36% 28% 103% __________________________________________________________________________________________________________________ ==================================================================================================================
(a) Calculated using average shares outstanding. (b) Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income per share and the ratio of net investment income to average net assets excluding the special dividend are $0.00 and 0.08%, respectively. (c) As required, effective November 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investments Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share and the ratio of net investment income to average net assets would have remained the same. (d) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (e) Ratios are based on average daily net assets of $211,097,256. 10 ---------------- AIM CHARTER FUND ---------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS R -------------------------------------------------------------------- JUNE 3, 2002 (DATE SALES YEAR ENDED OCTOBER 31, COMMENCED) TO ------------------------------------------------ OCTOBER 31, 2006 2005 2004 2003 2002 ------ ------ ------ ------ ------------- Net asset value, beginning of period $12.77 $12.10 $11.08 $ 9.56 $ 10.94 - --------------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) 0.09(a) 0.12(a)(b) 0.04(a) 0.02(a) (0.00) - --------------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 2.10 0.63 1.00 1.50 (1.38) ================================================================================================================================= Total from investment operations 2.19 0.75 1.04 1.52 (1.38) ================================================================================================================================= Less dividends from net investment income (0.09) (0.08) (0.02) -- -- ================================================================================================================================= Net asset value, end of period $14.87 $12.77 $12.10 $11.08 $ 9.56 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Total return(c) 17.21% 6.22% 9.35% 15.90% (12.61)% _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $5,153 $2,637 $2,534 $1,714 $ 16 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.51%(d) 1.45% 1.46% 1.50% 1.42%(e) - --------------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.52%(d) 1.47% 1.47% 1.50% 1.42%(e) ================================================================================================================================= Ratio of net investment income (loss) to average net assets 0.68%(d) 0.94% 0.34% 0.19% (0.11)%(e) _________________________________________________________________________________________________________________________________ ================================================================================================================================= Portfolio turnover rate(f) 51% 54% 36% 28% 103% _________________________________________________________________________________________________________________________________ =================================================================================================================================
(a) Calculated using average shares outstanding. (b) Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income per share and the ratio of net investment income to average net assets excluding the special dividend are $0.07 and 0.58%, respectively. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (d) Ratios are based on average daily net assets of $4,004,149. (e) Annualized. (f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. 11 ------------- THE AIM FUNDS ------------- SHAREHOLDER INFORMATION - -------------------------------------------------------------------------------- In addition to the fund, AIM serves as investment advisor to many other retail mutual funds (the funds). The following information is about the retail classes of the funds. CHOOSING A SHARE CLASS All of the funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment relative to a less expensive class. In deciding which class of shares to purchase, you should consider, among other things, (i) the length of time you expect to hold your shares, (ii) the provisions of the distribution plan, if any, applicable to the class (iii) the eligibility requirements that apply to purchases of a particular class, and (iv) any services you may receive in making your investment determination. In addition, you should consider the other factors described below. Please contact your financial advisor to assist you in making your decision.
CLASS A(1) CLASS A3 CLASS B(4) CLASS C CLASS R INVESTOR CLASS - --------------------------------------------------------------------------------------------------------------- - - Initial sales - No initial - No initial sales - No initial - No initial - No initial charge sales charge charge sales charge sales charge sales charge - - Reduced or waived - No contingent - Contingent - Contingent - Generally, no - No contingent initial sales deferred sales deferred sales deferred sales contingent deferred sales charge for charge charge on charge on deferred sales charge certain redemptions redemptions charge(2) purchases(2) within six years within one year(7) - - Lower - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of distribution and 0.25% 1.00% 1.00%(8) 0.50% 0.25%(3) service (12b-1) fee than Class B, Class C or Class R shares (See "Fee Table and Expense Example")(3) - Does not - Converts to - Does not - Does not - Does not convert to Class A shares convert to convert to convert to Class A shares on or about the Class A shares Class A shares Class A shares end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of its reinvested dividends and distributions(5) - - Generally more - Available only - Purchase orders - Generally more - Generally, - Closed to new appropriate for for a limited limited to appropriate only available investors, long-term number of amount less than for short-term to employee except as investors funds $100,000(6) investors benefit described in - Purchase plans(10) the orders limited "Purchasing to amount less Shares -- Grandfathered than Investors" $1,000,000(9) section of your prospectus - ---------------------------------------------------------------------------------------------------------------
Certain funds also offer Institutional Class shares to certain eligible institutional investors; consult the fund's Statement of Additional Information for the Institutional Class shares for details. AIM Summit Fund also offers Class P shares which are not offered to members of the general public. (1) As of the close of business on October 30, 2002, Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund were closed to new investors. (2) A contingent deferred sales charge may apply in some cases. (3) Class A shares of AIM Tax-Free Intermediate Fund and Investor Class shares of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do not have a 12b-1 fee. (4) Class B shares are not available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code. These plans include 401(k) plans (including AIM Solo 401(k) plans), money purchase pension plans and profit sharing plans. Plans that have existing accounts invested in Class B shares will continue to be allowed to make additional purchases. (5) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares. (6) Any purchase order for Class B shares in an amount equal to or in excess of $100,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation. (7) A contingent deferred sales charge (CDSC) does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you exchange Class C shares of another fund that are subject to a CDSC into AIM LIBOR Alpha Fund or AIM Short Term Bond Fund. (8) Class C shares of AIM Floating Rate Fund have a Rule 12b-1 fee of 0.75%. (9) Any purchase order for Class C shares in an amount equal to or in excess of $1,000,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation. (10) Generally, Class R shares are only available to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, 457 of the Internal Revenue Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Internal Revenue Code, respectively; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Internal Revenue Code. Retirement plans maintained pursuant to Section 401 generally include 401(k) plans, profit sharing plans, money purchase pension plans, and defined benefit plans. Retirement plans maintained pursuant to Section 403 must be established and maintained by non-profit organizations operating pursuant to Section 501(c)(3) of the Internal Revenue Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs. - -------------------------------------------------------------------------------- MCF--02/07 A-1 ------------- THE AIM FUNDS ------------- DISTRIBUTION AND SERVICE (12b-1) FEES Each fund (except AIM Tax-Free Intermediate Fund with respect to its Class A shares and AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio with respect to their Investor Class shares) has adopted 12b-1 plans that allow the fund to pay distribution fees to A I M Distributors, Inc. (ADI) for the sale and distribution of its shares and fees for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. SALES CHARGES Sales charges on the funds and classes of those funds are detailed below. In addition, information on sales charges is also available, free of charge, on the fund's website, www.aiminvestments.com under the tab "My Account", Service Center, as well as in the fund's Statement of Additional Information, which is also available free of charge. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge. INITIAL SALES CHARGES The funds are grouped into four categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular fund is classified. CATEGORY I INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 25,000 5.50% 5.82% $ 25,000 but less than $ 50,000 5.25 5.54 $ 50,000 but less than $ 100,000 4.75 4.99 $100,000 but less than $ 250,000 3.75 3.90 $250,000 but less than $ 500,000 3.00 3.09 $500,000 but less than $1,000,000 2.00 2.04 - -------------------------------------------------------------------------------
CATEGORY II INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 50,000 4.75% 4.99% $ 50,000 but less than $ 100,000 4.00 4.17 $100,000 but less than $ 250,000 3.75 3.90 $250,000 but less than $ 500,000 2.50 2.56 $500,000 but less than $1,000,000 2.00 2.04 - -------------------------------------------------------------------------------
CATEGORY III INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 100,000 1.00% 1.01% $100,000 but less than $ 250,000 0.75 0.76 $250,000 but less than $1,000,000 0.50 0.50 - -------------------------------------------------------------------------------
CATEGORY IV INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 100,000 2.50% 2.56% $100,000 but less than $ 250,000 2.00 2.04 $250,000 but less than $ 500,000 1.50 1.52 $500,000 but less than $1,000,000 1.25 1.27 - -------------------------------------------------------------------------------
SHARES SOLD WITHOUT A SALES CHARGE You will not pay: - - an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund or AIM Cash Reserve Shares of AIM Money Market Fund; - - an initial sales charge or a contingent deferred sales charge (CDSC) on Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund; - - an initial sales charge or a CDSC on Investor Class shares of any fund; or - - an initial sales charge on purchase of Class P shares of AIM Summit Fund. PURCHASE OF CLASS A SHARES AT NET ASSET VALUE Certain categories of persons are permitted to purchase Class A shares of the funds without paying an initial sales charge because their transactions involve little expense, such as persons who have a relationship with the funds or with AIM and certain programs for purchase. Accordingly, the following purchasers will not pay initial sales charges on purchases of Class A shares: - - A I M Management Group Inc., and its affiliates, or their clients; - - Any current or retired officer, director, trustee or employee (and members of their Immediate Family) of A I M Management Group Inc., its affiliates or The AIM Family of Funds, and any foundation, trust, employee benefit plan or deferred compensation plan established exclusively for the benefit of, or by, such persons; - - Sales representatives and employees (and members of their Immediate Family) of selling group members of financial institutions that have arrangements with such selling group members; MCF--02/07 A-2 ------------- THE AIM FUNDS ------------- - - Purchases through approved fee-based programs; - - Employer-sponsored retirement plans that are Qualified Purchasers, provided that: a. a plan's assets are at least $1 million; b. there are at least 100 employees eligible to participate in the plan; or c. all plan transactions are executed through a single omnibus account per AIM fund and the financial institution or service organization has entered into the appropriate agreement with the distributor; further provided that retirement plans maintained pursuant to Section 403(b) of the Internal Revenue Code of 1986, as amended, (the Code) are not eligible to purchase shares at net asset value based on the aggregate investment made by the plan or the number of eligible employees unless the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code; - - Shareholders of Investor Class shares of an AIM fund; - - Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code; - - Insurance company separate accounts; - - Transfers to IRAs that are attributable to AIM fund investments held in 403(b)(7)s, SIMPLEs, SEPs, SARSEPs, Traditional or Roth IRAs; and - - Rollovers from AIM-held 403(b)(7)s, 401(K)s, SEPs, SIMPLEs, SARSEPs, Money Purchase Plans, and Profit Sharing Plans if the assets are transferred to an AIM IRA. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, or a description of any defined term used above, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds at net asset value. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%. If you currently own Class A shares of a Category I, II or IV fund and make additional purchases at net asset value that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC. Some retirement plans can purchase Class A shares at their net asset value per share. If ADI paid a concession to the dealer of record in connection with a Large Purchase of Class A shares by a retirement plan, the Class A shares may be subject to a 1% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the plan's initial purchase. You may be charged a CDSC when you redeem AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC. ADI may pay a dealer concession and/or a service fee for Large Purchases and purchases by certain retirement plans. CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT-TERM BOND FUND You can purchase Class B and Class C shares at their net asset value per share. However, when you redeem them, they are subject to a CDSC in the following percentages:
YEAR SINCE PURCHASE MADE CLASS B CLASS C - -------------------------------------------------------------------------------- First 5% 1% Second 4 None Third 3 None Fourth 3 None Fifth 2 None Sixth 1 None Seventh and following None None - --------------------------------------------------------------------------------
CONTINGENT DEFERRED SALES CHARGES FOR CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT-TERM BOND FUND You can purchase Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund at their net asset value and not subject to a CDSC. However, you may be charged a CDSC when you redeem Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC. CONTINGENT DEFERRED SALES CHARGES FOR CLASS R SHARES You can purchase Class R shares at their net asset value per share. If ADI pays a concession to the dealer of record, however, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within 12 months from the date of the retirement plan's initial purchase. COMPUTING A CDSC The CDSC on redemptions of shares is computed based on the lower of their original purchase price or current market value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, we will assume that you are redeeming shares on which there is no CDSC first and, then, shares in the order of purchase. REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS You may qualify for reduced sales charges or sales charge exceptions. To qualify for these reductions or exceptions, you or your financial advisor must notify the transfer agent at the time of purchase that your purchase qualifies for such treatment. Certain individuals and employer-sponsored retirement plans may link accounts for the purpose of qualifying for lower initial sales charges. You or your financial consultant must provide other account numbers to be MCF--02/07 A-3 ------------- THE AIM FUNDS ------------- considered for Rights of Accumulation, or mark the Letter of Intent section on the account application, or provide other relevant documentation, so that the transfer agent can verify your eligibility for the reduction or exception. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. REDUCED SALES CHARGES You may be eligible to buy Class A shares at reduced initial sales charge rates under Rights of Accumulation or Letters of Intent under certain circumstances. Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Investor Class shares of any fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges pursuant to Rights of Accumulation or Letters of Intent. RIGHTS OF ACCUMULATION You may combine your new purchases of Class A shares of a fund with fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(SM) for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable initial sales charge for the new purchase is based on the total of your current purchase and the public offering price of all other shares you own. The transfer agent may automatically link certain accounts registered in the same name, with the same taxpayer identification number, for the purpose of qualifying you for lower initial sales charge rates. LETTERS OF INTENT Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of the funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full face amount of the LOI is not invested by the end of the 13-month period, your account will be adjusted to the higher initial sales charge level for the amount actually invested. INITIAL SALES CHARGE EXCEPTIONS You will not pay initial sales charges - - on shares purchased by reinvesting dividends and distributions; - - when exchanging shares among certain funds; or - - when a merger, consolidation, or acquisition of assets of a fund occurs. CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS You will not pay a CDSC - - if you redeem Class B shares you held for more than six years; - - if you redeem Class C shares you held for more than one year; - - if you redeem Class C shares of a fund other than AIM LIBOR Alpha Fund or AIM Short Term Bond Fund and you received such Class C shares by exchanging Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund; - - if you redeem Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received such Class C shares by exchanging Class C shares of another fund and the original purchase was subject to a CDSC; - - if you are a participant in a retirement plan and your plan redeems, at any time, less than all of the Class A, C or Class R shares held through such plan that would otherwise be subject to a CDSC; - - if you are a participant in a retirement plan and your plan redeems, after having held them for more than one year from the date of the plan's initial purchase, all of the Class A, C or Class R shares held through such plan that would otherwise be subject to a CDSC; - - if you are a participant in a qualified retirement plan and redeem Class A, Class C or Class R shares in order to fund a distribution; - - if you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period; - - if you redeem shares to pay account fees; - - for redemptions following the death or post-purchase disability of a shareholder or beneficial owner; - - if you redeem shares acquired through reinvestment of dividends and distributions; and - - on increases in the net asset value of your shares. There may be other situations when you may be able to purchase or redeem shares at reduced or without sales charges. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. CLASS P SHARES In addition to the share classes discussed above, the AIM Summit Fund has Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the "Summit Plans"). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may continue to purchase Class P shares until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a MCF--02/07 A-4 ------------- THE AIM FUNDS ------------- scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option. ADDITIONAL PAYMENTS TO FINANCIAL ADVISORS The financial advisor through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI or one or more of its corporate affiliates (collectively, ADI Affiliates) may make additional cash payments to financial advisors in connection with the promotion and sale of shares of the funds. These additional cash payments may include cash revenue sharing payments and other payments for certain administrative services, transaction processing services and certain other marketing support services. ADI Affiliates make these payments from their own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans. In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with ADI Affiliates. ADI Affiliates make revenue sharing payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits ADI Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, placing the funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including the funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The revenue sharing payments ADI Affiliates make may be calculated on sales of shares of the funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM funds attributable to that particular financial advisor (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of the funds and Asset-Based Payments primarily create incentives to retain previously sold shares of the funds in investor accounts. ADI Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments. ADI Affiliates also may make other payments to certain financial advisors for processing certain transactions or account maintenance activities (such as processing purchases, redemptions or exchanges or producing customer account statements) or for providing certain other marketing support services (such as financial assistance for conferences, seminars or sales or training programs at which ADI Affiliates personnel may make presentations on the funds to the financial advisor's sales force). Financial advisors may earn profits on these payments for these services, since the amount of the payment may exceed the cost of providing the service. Certain of these payments are subject to limitations under applicable law. ADI Affiliates are motivated to make the payments described above since they promote the sale of fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of the funds or retain shares of the funds in their clients' accounts, ADI Affiliates benefit from the incremental management and other fees paid to ADI Affiliates by the funds with respect to those assets. You can find further details in the fund's Statement of Additional Information about these payments and the services provided by financial advisors. In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in this prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the funds, as well as about fees and/or commissions it charges. EXCESSIVE SHORT-TERM TRADING ACTIVITY DISCLOSURES While the funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the funds' shares (i.e., a purchase of fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of fund shares held by long-term investors may be diluted. The Boards of Trustees have adopted policies and procedures designed to discourage excessive or short-term trading of fund shares for all funds except the money market funds. However, there is the risk that these funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These funds may alter their policies at any time without prior notice to shareholders if the advisor believes the change would be in the best interests of long-term shareholders. AIM and its affiliates (collectively, AIM Affiliates) currently use the following tools designed to discourage excessive short-term trading in the retail funds: (1) trade activity monitoring; (2) trading guidelines; MCF--02/07 A-5 ------------- THE AIM FUNDS ------------- (3) redemption fee on trades in certain funds; and (4) use of fair value pricing consistent with procedures approved by the Boards of Trustees of the funds. Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. The AIM Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests. Money Market Funds. The Boards of Trustees of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the money market funds) have not adopted any policies and procedures, such as limits on exchanges or redemption fees, that would limit frequent purchases and redemptions of such funds' shares. The Boards considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described below. Nonetheless, to the extent that the fund must maintain additional cash and/or securities with shorter-term durations than may otherwise be required, or with respect to Premier Tax-Exempt Portfolio, must borrow to honor redemption requests, the fund's yield could be negatively impacted. The Boards do not believe that it is appropriate to adopt any such policies and procedures for the money market funds for the following reasons: - - The money market funds are offered to investors as cash management vehicles. Investors must perceive an investment in such funds as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently. - - One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such funds. - - The money market funds' portfolio securities are valued on the basis of amortized cost, and such funds seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities. - - Because the money market funds seek to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in such funds. Imposition of redemption fees would run contrary to investor expectations. TRADE ACTIVITY MONITORING The AIM Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the AIM Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder's accounts other than exchanges into a money market fund. AIM Affiliates will use reasonable efforts to apply the fund's policies uniformly given the practical limitations described above. The ability of the AIM Affiliates to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading. TRADING GUIDELINES If you exceed four exchanges out of a fund (other than an AIM-sponsored retail money market fund) per calendar year, or a fund or an AIM Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each fund and the AIM Affiliates reserve the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if they believe that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. The movement out of one fund (redemption) and into one or more other funds (purchase) on the same day shall be counted as one exchange. Exchanges effected as part of programs that have been determined by an AIM Affiliate to be non-discretionary, such as dollar cost averaging, portfolio rebalancing, or other automatic non-discretionary programs that involve exchanges, generally will not be counted toward the trading guidelines limitation of four exchanges out of a fund per calendar year. The ability of the AIM Affiliates to monitor exchanges made by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to implement these trading guidelines and may be further limited by systems limitations applicable to those types of accounts. Some investments in the funds are made indirectly through vehicles such as qualified tuition plans, variable annuity and insurance contracts, and funds of funds which use the funds as underlying investments (each a conduit investment vehicle). If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to impose exchange limitations on individual transactions MCF--02/07 A-6 ------------- THE AIM FUNDS ------------- initiated by investors who have invested in the funds through the conduit investment vehicle. REDEMPTION FEE You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 30 days of purchase. See "Redeeming Shares -- Redemption Fee" for more information. The ability of a fund to assess a redemption fee on the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to assess such fees and may be further limited by systems limitations applicable to these types of accounts. For additional discussion of the applicability of redemption fees on shares of the fund held through omnibus accounts, retirement plan accounts, approved fee-based program accounts and conduit investment vehicles, see "Redeeming Shares -- Redemption Fee". FAIR VALUE PRICING Securities owned by a fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board of Trustees of the fund. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. See "Pricing of Shares -- Determination of Net Asset Value" for more information. PURCHASING SHARES If you hold your shares through a broker/dealer or other financial institution, your eligibility to purchase those shares, the conditions for purchase and sale, and the minimum and maximum amounts allowed may differ depending on that institution's policies. MINIMUM INVESTMENTS PER FUND ACCOUNT There are no minimum investments with respect to Class P or R shares for fund accounts. The minimum investments with respect to Class A, A3, B and C shares and Investor Class shares for fund accounts are as follows:
INITIAL ADDITIONAL TYPE OF ACCOUNT INVESTMENTS INVESTMENTS - ------------------------------------------------------------------------------------------------------------------------- Employer-Sponsored Retirement Plans (includes section 401, $ 0 ($25 per fund investment for $25 403 and 457 plans, and SEP, SARSEP and SIMPLE IRA plans) salary deferrals from Employer-Sponsored Retirement Plans) Systematic Purchase Plan 50 50 IRA, Roth IRA or Coverdell ESA 250 25 All other accounts 1,000 50 ADI has the discretion to accept orders for lesser amounts. - -------------------------------------------------------------------------------------------------------------------------
HOW TO PURCHASE SHARES You may purchase shares using one of the options below. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the fund verify and record your identifying information. PURCHASE OPTIONS - --------------------------------------------------------------------------------
OPENING AN ACCOUNT ADDING TO AN ACCOUNT - ---------------------------------------------------------------------------------------------------------------------------------- Through a Financial Advisor Contact your financial advisor. Same By Mail Mail completed account application and check Mail your check and the remittance slip from your to the transfer agent, AIM Investment confirmation statement to the transfer agent. Services, Inc., P.O. Box 4739, Houston, TX 77210-4739. By Wire Mail completed account application to the Call the transfer agent to receive a reference transfer agent. Call the transfer agent at number. Then, use the wire instructions at left. (800) 959-4246 to receive a reference number. Then, use the following wire instructions: Beneficiary Bank ABA/Routing #: 021000021 Beneficiary Account Number: 00100366807 Beneficiary Account Name: AIM Investment Services, Inc. RFB: Fund Name, Reference # OBI: Your Name, Account #
MCF--02/07 A-7 ------------- THE AIM FUNDS -------------
OPENING AN ACCOUNT ADDING TO AN ACCOUNT - ---------------------------------------------------------------------------------------------------------------------------------- By Telephone Open your account using one of the methods Select the AIM Bank Connection--Servicemark-- described above. option on your completed account application or complete an AIM Bank Connection form. Mail the application or form to the transfer agent. Once the transfer agent has received the form, call the transfer agent to place your purchase order. Call the AIM 24-hour Automated Investor Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested. By Internet Open your account using one of the methods Access your account at www.aiminvestments.com. described above. The proper bank instructions must have been provided on your account. You may not purchase shares in retirement accounts on the internet. - ----------------------------------------------------------------------------------------------------------------------------------
GRANDFATHERED INVESTORS Investor Class shares of a fund may be purchased only by: (1) persons or entities who had established an account, prior to April 1, 2002, in Investor Class shares of any of the funds currently distributed by ADI (the Grandfathered Funds) and have continuously maintained such account in Investor Class shares since April 1, 2002; (2) any person or entity listed in the account registration for any Grandfathered Funds, which account was established prior to April 1, 2002 and continuously maintained since April 1, 2002, such as joint owners, trustees, custodians and designated beneficiaries; (3) customers of certain financial institutions, wrap accounts or other fee-based advisory programs, or insurance company separate accounts, which have had relationships with ADI and/or any of the Grandfathered Funds prior to April 1, 2002 and continuously maintained such relationships since April 1, 2002; (4) defined benefit, defined contribution and deferred compensation plans; and (5) fund trustees, employees of AMVESCAP PLC and its subsidiaries, AMVESCAP directors, and their immediate families. SPECIAL PLANS SYSTEMATIC PURCHASE PLAN You can arrange for periodic investments in any of the funds by authorizing the transfer agent to withdraw the amount of your investment from your bank account on a day or dates you specify and in an amount of at least $50. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. DOLLAR COST AVERAGING Dollar Cost Averaging allows you to make automatic monthly or quarterly exchanges, if permitted, from one fund account to one or more other fund accounts with the identical registration. The account from which exchanges are to be made must have a minimum balance of $5,000 before you can use this option. Exchanges will occur on (or about) the day of the month you specify, in the amount you specify. Dollar Cost Averaging cannot be set up for the 29th through the 31st of the month. The minimum amount you can exchange to another fund is $50. You may participate in a dollar cost averaging program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Dollar Cost Averaging program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year. AUTOMATIC DIVIDEND INVESTMENT All of your dividends and distributions may be paid in cash or invested in any fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You may invest your dividends and distributions per the rules listed in the "Permitted Exchanges" section. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund: (1) Your account balance (a) in the fund paying the dividend must be at least $5,000; and (b) in the fund receiving the dividend must be at least $500; and (2) Both accounts must have identical registration information. PORTFOLIO REBALANCING PROGRAM If you have at least $5,000 in your account, you may participate in the Portfolio Rebalancing Program. Under this Program, you can designate how the total value of your fund holdings should be rebalanced, on a percentage basis, between two and ten of your funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your funds for shares of the same class of one or more other funds in your portfolio. Rebalancing will NOT occur if your portfolio is within 2% of your stated allocation. If you wish to participate in the Program, make changes or cancel the Program, the transfer agent must receive your request to participate, changes, or cancellation in good order at least five business days prior to the next rebalancing date, which is normally the 28th day of the last month of the period you choose. You may realize taxable gains from these exchanges. We may modify, suspend or terminate the Program at any time on 60 days prior written notice. You may participate in a portfolio rebalancing program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Portfolio Rebalancing Program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year. MCF--02/07 A-8 ------------- THE AIM FUNDS ------------- RETIREMENT PLANS Shares of most of the funds can be purchased through tax-sheltered retirement plans made available to corporations, individuals and employees of non-profit organizations and public schools. A plan document must be adopted to establish a retirement plan. You may use ADI sponsored retirement plans, which include IRAs, Roth IRAs, SIMPLE IRA plans, SEP/SARSEP plans, 403(b) plans, Solo 401(k) plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. AIM Investment Services, Inc. assesses certain fees associated with the maintenance of certain types of retirement plan accounts and the provision of specialized recordkeeping services for those plan accounts. ADI also assesses certain fees associated with the maintenance of retirement plan documents for which it acts as the prototype sponsor. Contact your financial advisor for details. - -------------------------------------------------------------------------------- EACH FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO: - REJECT OR CANCEL ALL OR ANY PART OF ANY PURCHASE OR EXCHANGE ORDER; - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY FUND; - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE SYSTEMATIC PURCHASE PLAN AND SYSTEMATIC REDEMPTION PLAN OPTIONS ON THE SAME ACCOUNT; OR - SUSPEND, CHANGE OR WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS. - -------------------------------------------------------------------------------- REDEEMING SHARES REDEMPTION FEE You may be charged a 2% redemption fee (on redemption proceeds) if you redeem, including redeeming by exchange, shares of the following funds within 30 days of their purchase: AIM Advantage Health AIM Global Value Fund Sciences Fund AIM Gold & Precious Metals Fund AIM Asia Pacific Growth Fund AIM High Yield Fund AIM China Fund AIM International Allocation Fund AIM Developing Markets Fund AIM International Core Equity Fund AIM European Growth Fund AIM International Growth Fund AIM European Small Company AIM International Small Company Fund Fund AIM International Total Return Fund AIM Floating Rate Fund AIM Japan Fund AIM Global Aggressive Growth AIM S&P 500 Index Fund Fund AIM Trimark Fund AIM Global Equity Fund AIM Global Growth Fund AIM Global Health Care Fund AIM Global Real Estate Fund
The redemption fee will be retained by the fund from which you are redeeming shares (including redemptions by exchange), and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the fund. The redemption fee is imposed to the extent that the number of fund shares you redeem exceeds the number of fund shares that you have held for more than 30 days. In determining whether the minimum 30 day holding period has been met, only the period during which you have held shares of the fund from which you are redeeming is counted. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last. The 2% redemption fee generally will not be charged on transactions involving the following: (1) total or partial redemptions of shares by omnibus accounts maintained by brokers that do not have the systematic capability to process the redemption fee; (2) total or partial redemptions of shares by approved fee-based programs that do not have the systematic capability to process the redemption fee; (3) total or partial redemptions of shares held through retirement plans maintained pursuant to Sections 401, 403, 408, 408A and 457 of the Internal Revenue Code (the Code) where the systematic capability to process the redemption fee does not exist; (4) total or partial redemptions effectuated by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and insurance company separate accounts which use the funds as underlying investments; (5) total or partial redemptions effectuated pursuant to an automatic non-discretionary rebalancing program or a systematic withdrawal plan established with the funds or a financial intermediary; (6) total or partial redemptions requested within 30 days following the death or post-purchase disability of (i) any registered shareholder on an account or (ii) the settlor of a living trust which is the registered shareholder of an account, of shares held in the account at the time of death or initial determination of post-purchase disability; (7) total or partial redemption of shares acquired through investment of dividends and other distributions; or (8) redemptions initiated by a fund. The AIM Affiliates' goals are to apply the redemption fee on all classes of shares of the above funds regardless of the type of account in which such shares are held. This goal is not immediately achievable because of systems limitations and marketplace resistance. Brokers that maintain omnibus accounts, sponsors of fee-based program accounts and retirement plan administrators for accounts that are exempt from the redemption fee pursuant to (1) through (8) above may impose a redemption fee that has different characteristics, which may be more or less restrictive, than those set forth above. Some investments in the funds are made indirectly through conduit investment vehicles. If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to assess MCF--02/07 A-9 ------------- THE AIM FUNDS ------------- redemption fees on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle. In these cases, the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the conduit investment vehicle in a fund. The funds have the discretion to waive the 2% redemption fee if a fund is in jeopardy of losing its registered investment company qualification for tax purposes. Your broker or financial advisor may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC) in addition to the redemption fee. REDEMPTION OF CLASS A SHARES AND AIM CASH RESERVE SHARES ACQUIRED BY EXCHANGE If you purchase $1,000,000 or more of Class A shares of any fund, or if you make additional purchases of Class A shares at net asset value, your shares may be subject to a CDSC upon redemption as described below.
SHARES INITIALLY SHARES HELD CDSC APPLICABLE UPON PURCHASED AFTER AN EXCHANGE REDEMPTION OF SHARES --------- ----------------- -------------------- - - Class A shares of Category - Class A shares of Category I, - 1% if shares are redeemed I, II or IV Fund II or IV Fund within 18 months of initial - Class A shares of Category III purchase of Category I, II or Fund(2) IV Fund - AIM Cash Reserve Shares of AIM Money Market Fund - - Class A shares of Category - Class A shares of Category I, - 1% if shares are redeemed III Fund(1) II or IV Fund within 18 months of initial purchase of Category III Fund shares - - Class A shares of Category - Class A shares of Category III - No CDSC III Fund(1) Fund(2) - Class A shares of AIM Tax- Exempt Cash Fund - AIM Cash Reserve Shares of AIM Money Market
(1) As of the close of business on October 30, 2002, only existing shareholders of Class A shares of a Category III Fund may purchase such shares. (2) Class A shares of a Category I, II, III or IV Fund may not be exchanged for Class A shares of a Category III Fund. HOW TO REDEEM SHARES - -------------------------------------------------------------------------------- Through a Financial Advisor Contact your financial advisor, including your retirement plan or program sponsor. By Mail Send a written request to the transfer agent. Requests must include (1) original signatures of all registered owners/trustees; (2) the name of the fund and your account number; (3) if the transfer agent does not hold your shares, endorsed share certificates or share certificates accompanied by an executed stock power; and (4) signature guarantees, if necessary (see below). The transfer agent may require that you provide additional information, such as corporate resolutions or powers of attorney, if applicable. If you are redeeming from an IRA account, you must include a statement of whether or not you are at least 59 1/2 years old and whether you wish to have federal income tax withheld from your proceeds. The transfer agent may require certain other information before you can redeem from an employer-sponsored retirement plan. Contact your employer for details. By Telephone Call the transfer agent at 1-800-959-4246 or our AIM 24-hour Automated Investor Line at 1-800-246-5463. You will be allowed to redeem by telephone if (1) the proceeds are to be mailed to the address on record (if there has been no change communicated to us within the last 30 days) or transferred electronically to a pre-authorized checking account; (2) you do not hold physical share certificates; (3) you can provide proper identification information; (4) the proceeds of the redemption do not exceed $250,000; and (5) you have not previously declined the telephone redemption privilege. Certain retirement accounts and 403(b) plans, may not be redeemed by telephone. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must receive your call during the hours of the customary trading session of the New York Stock Exchange (NYSE) in order to effect the redemption at that day's closing price. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must receive your call before the last net asset value determination on a business day in order to effect the redemption at that day's closing price. You may, with limited exceptions, redeem from an IRA account by telephone. Redemptions from other types of retirement accounts may be requested in writing. By Internet Place your redemption request at www.aiminvestments.com. You will be allowed to redeem by internet if (1) you do not hold physical share certificates; (2) you can provide proper identification information; (3) the proceeds of the redemption do not exceed $250,000; and (4) you have already provided proper bank information. AIM prototype retirement accounts may not be redeemed on the internet. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must confirm your transaction during the hours of the customary trading session of the NYSE in order to effect the redemption at that day's closing price. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must confirm your transaction before the last net asset value determination on a business day in order to effect the redemption at that day's closing price.
- -------------------------------------------------------------------------------- MCF--02/07 A-10 ------------- THE AIM FUNDS ------------- TIMING AND METHOD OF PAYMENT We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check, you will be required to wait up to ten business days before we will send your redemption proceeds. This delay is necessary to ensure that the purchase check has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted. REDEMPTION BY MAIL If you mail us a request in good order to redeem your shares, we will mail you a check in the amount of the redemption proceeds to the address on record with us. If your request is not in good order, you may have to provide us with additional documentation in order to redeem your shares. REDEMPTION BY TELEPHONE If you redeem by telephone, we will mail you a check in the amount of the redemption proceeds to your address of record (if there has been no change communicated to the transfer agent within the previous 30 days) or transmit them electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine, but we are not liable for telephone instructions that are reasonably believed to be genuine. REDEMPTION BY INTERNET If you redeem by internet, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by internet are genuine, but we are not liable for internet instructions that are reasonably believed to be genuine. PAYMENT FOR SYSTEMATIC REDEMPTIONS You may arrange for regular monthly or quarterly withdrawals from your account of at least $50. You also may make annual withdrawals if you own Class A shares. We will redeem enough shares from your account to cover the amount withdrawn. You must have an account balance of at least $5,000 to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent. EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY) If we receive your redemption order before 11:30 a.m. Eastern Time, we will try to transmit payment of redemption proceeds on that same day. If we receive your redemption order after 11:30 a.m. Eastern Time and before the close of the customary trading session of the NYSE, we generally will transmit payment on the next business day. REDEMPTIONS BY CHECK (CLASS A SHARES OF AIM TAX-EXEMPT CASH FUND, AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND AND INVESTOR CLASS SHARES OF AIM MONEY MARKET FUND, AIM TAX-EXEMPT CASH FUND, PREMIER PORTFOLIO, PREMIER TAX-EXEMPT PORTFOLIO AND PREMIER U.S. GOVERNMENT MONEY PORTFOLIO ONLY) You may redeem shares of these funds by writing checks in amounts of $250 or more if you have completed an authorization form. Redemption by check is not available for retirement accounts. SIGNATURE GUARANTEES We require a signature guarantee when you redeem by mail and (1) the amount is greater than $250,000; (2) you request that payment be made to someone other than the name registered on the account; (3) you request that payment be sent somewhere other than the bank of record on the account; or (4) you request that payment be sent to a new address or an address that changed in the last 30 days. The transfer agent will accept a guarantee of your signature by a number of financial institutions. Call the transfer agent for additional information. Some institutions have transaction amount maximums for these guarantees. Please check with the guarantor institution. REDEMPTIONS IN KIND Although the funds generally intend to pay redemption proceeds solely in cash, the funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). REDEMPTIONS BY THE FUNDS If your account (Class A, Class A3, Class B, Class C and Investor Class shares only) has been open at least one year, you have not made an additional purchase in the account during the past six calendar months, and the value of your account falls below $500 ($250 for Investor Class shares) for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the funds have the right to redeem the account after giving you 60 days' prior written notice. You may avoid having your account redeemed during the notice period by bringing the account value up to $500 ($250 for Investor Class shares) or by utilizing the Automatic Investment Plan. If the fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or the fund is not able to verify your identity as required by law, the fund may, at its discretion, redeem the account and distribute the proceeds to you. EXCHANGING SHARES You may, under certain circumstances, exchange shares in one fund for those of another fund. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. Before requesting an exchange, review the prospectus of the fund you wish to acquire. Exchange privileges also apply to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992. You may be charged a redemption fee on certain redemptions, including exchanges. See "Redeeming Shares -- Redemption Fee." MCF--02/07 A-11 ------------- THE AIM FUNDS ------------- PERMITTED EXCHANGES Except as otherwise stated under "Exchanges Not Permitted," you generally may exchange your shares for shares of the same class of another fund.
- ------------------------------------------------------------------------------------------------------------------------------------ EXCHANGE FROM EXCHANGE TO ALLOWED PROHIBITED - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class A, A3, Investor Class, or AIM Cash Reserve Shares. Exceptions are: - Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - Class A Shares of AIM Limited Maturity Treasury Fund, X AIM Tax-Exempt Cash Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class B, C, P, R or Institutional Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class A3 Class A, A3, Investor Class, or AIM Cash Reserve Shares. Exceptions are: - Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be X exchanged for Class A Shares of those funds. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ Class A3 Class B, C, P, R or Institutional Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class B Class B. X - ------------------------------------------------------------------------------------------------------------------------------------ Class B Class A, A3, C, P, R, AIM Cash Reserve Shares, Institutional or Investor Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class C Class C. X - ------------------------------------------------------------------------------------------------------------------------------------ Class C Class A, A3, B, P, R, AIM Cash Reserve Shares, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class R Class R X - ------------------------------------------------------------------------------------------------------------------------------------ Class R Class A, A3, B, C, P, AIM Cash Reserve Shares, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ AIM Cash Reserve Shares Class A, A3, B, C, R, or Investor Class shares. Exceptions are: - Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - Shares to be exchanged for Class B, C or R shares X must not have been acquired by exchange from Class A shares of any fund. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ AIM Cash Reserve Shares Class P or Institutional Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Class Institutional Class X - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Class Class A, A3, B, C, P, R, AIM Cash Reserve Shares or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Investor Class A, A3, or Investor Class. Exceptions are: - Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares. X - Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - ------------------------------------------------------------------------------------------------------------------------------------ Investor Class Class B, C, P, R, AIM Cash Reserve Shares or Institutional Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class P Class A, A3, or AIM Cash Reserve Shares. Exceptions are: - Class A shares of AIM Limited Maturity Treasury Fund X and AIM Tax-Free Intermediate Fund are currently closed to new investors. - ------------------------------------------------------------------------------------------------------------------------------------ Class P Class B, C, R, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------
MCF--02/07 A-12 ------------- THE AIM FUNDS ------------- You may be required to pay an initial sales charge when exchanging from a fund with a lower initial sales charge than the one into which you are exchanging. If you exchange into shares that are subject to a CDSC, we will begin the holding period for purposes of calculating the CDSC on the date you made your initial purchase. EXCHANGES OF CLASS P SHARES If a shareholder exchanges Class P shares of AIM Summit Fund for Class A shares, A3 shares or AIM Cash Reserve Shares of another fund, that shareholder will only be able to purchase Class P shares of AIM Summit Fund if the investor qualifies to make additional purchases under the limitations set forth above under Choosing a Share Class--Sales Charges--Class P Shares. If the investor does not qualify to make additional purchases of Class P shares, the investor will be able to invest in Class A, B or C shares of AIM Summit Fund, either through exchange or by making additional investments, subject to the limitations and sales charges discussed herein. EXCHANGES NOT SUBJECT TO A SALES CHARGE You will not pay an initial sales charge when exchanging: (1) Class A shares with an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for (a) Class A shares of another fund; (b) AIM Cash Reserve Shares of AIM Money Market Fund; or (c) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund; or (2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for (a) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or (b) Class A shares of another Fund, but only if (i) you acquired the original shares before May 1, 1994; or (ii) you acquired the original shares on or after May 1, 1994 by way of an exchange from shares with higher initial sales charges; or (3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for (a) Class A shares of a fund subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if you acquired the original shares (i) prior to May 1, 1994 by exchange from Class A shares subject to an initial sales charge; (ii) on or after May 1, 1994 by exchange from Class A shares subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or (4) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund for (a) AIM Cash Reserve Shares of AIM Money Market Fund; or (b) Class A shares of AIM Tax-Exempt Cash Fund; or (5) Investor Class shares for Class A or Class A3 shares of any fund which does not offer Investor Class shares; or (6) Class P shares of AIM Summit Fund for (a) Class A shares of another fund; (b) AIM Cash Reserve Shares of AIM Money Market Fund; or (c) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund. You will not pay a CDSC or other sales charge when exchanging: (1) Class A shares for other Class A shares; (2) Class B shares for other Class B shares; (3) Class C shares for other Class C shares; (4) Class R shares for other Class R shares. EXCHANGES NOT PERMITTED For shares purchased prior to November 15, 2001, you may not exchange: (1) Class A shares of Category I or II funds (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund; (2) Class A shares of Category III funds purchased at net asset value for Class A shares of a Category I, II or IV fund; (3) on or after January 15, 2002, AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of Category III AIM Funds that are subject to a CDSC. For shares purchased on or after November 15, 2001, you may not exchange: (1) Class A shares of Category I, II or IV fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund; (2) Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or (3) AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any fund or for Class A shares of any fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I, II or IV fund and exchanged those shares for AIM Cash Reserve Shares of AIM Money Market Fund, you may further exchange the AIM Cash Reserve Shares for Class A shares of a Category I, II or IV fund. EXCHANGE CONDITIONS The following conditions apply to all exchanges: - - Shares of the fund you wish to acquire must be available for sale in your state of residence; - - Exchanges must be made between accounts with identical registration information; MCF--02/07 A-13 ------------- THE AIM FUNDS ------------- - - The account you wish to exchange from must have a certified tax identification number (or the Fund has received an appropriate Form W-8 or W-9); - - Shares must have been held for at least one day prior to the exchange with the exception of dividends that are reinvested; and - - If you have physical share certificates, you must return them to the transfer agent prior to the exchange. TERMS OF EXCHANGE Under unusual market conditions, a fund may delay the purchase of shares being acquired in an exchange for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating funds or the distributor may modify or terminate this privilege at any time. The fund or the distributor will provide you with notice of such modification or termination whenever it is required to do so by applicable law, but may impose changes at any time for emergency purposes. BY MAIL If you wish to make an exchange by mail, you must include original signatures of each registered owner exactly as the shares are registered, the account registration and account number, the dollar amount or number of shares to be exchanged and the names of the funds from which and into which the exchange is to be made. BY TELEPHONE Conditions that apply to exchanges by telephone are the same as redemptions by telephone, including that the transfer agent must receive exchange requests during the hours of the customary trading session of the NYSE; however, you still will be allowed to exchange by telephone even if you have changed your address of record within the preceding 30 days. BY INTERNET You will be allowed to exchange by internet if you do not hold physical share certificates and you provide the proper identification information. EXCHANGING CLASS B, CLASS C AND CLASS R SHARES If you make an exchange involving Class B, Class C shares or Class R shares subject to a CDSC, the amount of time you held the original shares will be credited to the holding period of the Class B, Class C or Class R shares, respectively, into which you exchanged for the purpose of calculating contingent deferred sales charges (CDSC) if you later redeem the exchanged shares. If you redeem Class C shares acquired by exchange via a repurchase offer by the closed-end AIM Floating Rate Fund, prior to April 13, 2006, you will be credited with the time period you held the Class C shares of the closed-end AIM Floating Rate Fund for the purpose of computing the CDSC applicable to those exchanged shares. If you redeem Class C shares of AIM Floating Rate Fund that were acquired on April 13, 2006 when AIM Floating Rate Fund was reorganized as an open-end fund, you will be credited with the time period you held Class C shares of the closed-end AIM Floating Rate Fund, for the purpose of computing the CDSC if you later redeem such shares. PRICING OF SHARES DETERMINATION OF NET ASSET VALUE The price of each fund's shares is the fund's net asset value per share. The funds value portfolio securities for which market quotations are readily available at market value. The funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. Even when market quotations are available, they may be stale or unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where AIM determines that the closing price of the security is unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values. AIM may use indications of fair value from pricing services approved by the Boards of Trustees. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Boards of Trustees. As a means of evaluating its fair value process, AIM routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Boards of Trustees. Specific types of securities are valued as follows: Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities: Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes MCF--02/07 A-14 ------------- THE AIM FUNDS ------------- provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data. Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund. Fixed Income Securities: Government, corporate, asset-backed and municipal bonds, convertible securities, including high yield or junk bonds, and loans, normally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service and independent quoted prices are unreliable, the AIM valuation committee will fair value the security using procedures approved by the Boards of Trustees. Short-term Securities: The funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio value all their securities at amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund and AIM Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities. Futures and Options: Futures and options are valued on the basis of market quotations, if available. Open-end Funds: To the extent a fund invests in other open-end funds, other than open-end funds that are exchange traded, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests. Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing. For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each non-money market fund's portfolio securities transactions are recorded no later than the first business day following the trade date. Transactions in money market fund portfolio securities are normally accounted for on a trade date basis. TIMING OF ORDERS For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, purchase orders that are received and accepted before the close of the customary trading MCF--02/07 A-15 ------------- THE AIM FUNDS ------------- session or any earlier NYSE closing time on a business day generally are processed that day and settled on the next business day. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day, prior to the last net asset value determination on such business day; however, if your order is received and accepted after the close of the customary trading session or any earlier NYSE closing time that day, your order generally will be processed on the next business day and settled on the second business day following the receipt and acceptance of your order. For all funds, you can exchange shares on each business day, prior to the close of the customary trading session or any earlier NYSE closing time that day. Shareholders of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio therefore cannot exchange their shares after the close of the customary trading session or any earlier NYSE closing time on a particular day, even though these funds remain open after such closing time. The funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading. TAXES In general, dividends and distributions you receive are taxable as ordinary income or long-term capital gains for federal income tax purposes, whether you reinvest them in additional shares or take them in cash. Distributions are generally taxable to you at different rates depending on the length of time the fund holds its assets and the type of income that the fund earns. Different tax rates apply to ordinary income, qualified dividend income, and long-term capital gain distributions. Every year, you will be sent information showing the amount of dividends and distributions you received from each fund during the prior year. Any long-term or short-term capital gains realized from redemptions of fund shares will be subject to federal income tax. Exchanges of shares for shares of another fund are treated as a sale, and any gain realized on the transaction will generally be subject to federal income tax. INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING "OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THEIR PROSPECTUS. The foreign, state and local tax consequences of investing in fund shares may differ materially from the federal income tax consequences described above. In addition, the preceding discussion concerning the taxability of fund dividends and distributions and of redemptions and exchanges of fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Internal Revenue Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing. MCF--02/07 A-16 OBTAINING ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- More information may be obtained free of charge upon request. The Statement of Additional Information (SAI), a current version of which is on file with the Securities and Exchange Commission (SEC), contains more details about the fund and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the fund's investments. The fund's annual report also discusses the market conditions and investment strategies that significantly affected the fund's performance during its last fiscal year. The fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q. If you have questions about this fund, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of the fund's current SAI or annual or semiannual reports, please contact us by mail at AIM Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-0739 or BY TELEPHONE: (800) 959-4246 ON THE INTERNET: You can send us a request by e-mail or download prospectuses, SAIs, annual or semiannual reports via our website: http://www.aiminvestments.com THE FUND'S MOST RECENT PORTFOLIO HOLDINGS, AS FILED ON FORM N-Q, ARE ALSO AVAILABLE AT HTTP://WWW.AIMINVESTMENTS.COM.
You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room. - ---------------------------------------- AIM Charter Fund SEC 1940 Act file number: 811-01424 ---------------------------------------- AIMinvestments.com CHT-PRO-1 YOUR GOALS. OUR SOLUTIONS. [AIM INVESTMENTS LOGO APPEARS HERE] --Registered Trademark-- --Registered Trademark-- AIM Constellation Fund PROSPECTUS February 28, 2007 AIM Constellation Fund's investment objective is growth of capital. - -------------------------------------------------------------------------------- This prospectus contains important information about the Class A, B, C and R shares of the fund. Please read it before investing and keep it for future reference. As with all other mutual fund securities, the Securities and Exchange Commission has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime. An investment in the fund: - - is not FDIC insured; - - may lose value; and - - is not guaranteed by a bank. ---------------------- AIM CONSTELLATION FUND ---------------------- TABLE OF CONTENTS - -------------------------------------------------------------------------------- INVESTMENT OBJECTIVE AND STRATEGIES 1 - ------------------------------------------------------ PRINCIPAL RISKS OF INVESTING IN THE FUND 1 - ------------------------------------------------------ PERFORMANCE INFORMATION 2 - ------------------------------------------------------ Annual Total Returns 2 Performance Table 3 FEE TABLE AND EXPENSE EXAMPLE 4 - ------------------------------------------------------ Fee Table 4 Expense Example 4 HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION 5 - ------------------------------------------------------ DISCLOSURE OF PORTFOLIO HOLDINGS 6 - ------------------------------------------------------ FUND MANAGEMENT 6 - ------------------------------------------------------ The Advisor 6 Advisor Compensation 6 Portfolio Manager(s) 7 OTHER INFORMATION 7 - ------------------------------------------------------ Sales Charges 7 Dividends and Distributions 7 FINANCIAL HIGHLIGHTS 8 - ------------------------------------------------------ SHAREHOLDER INFORMATION A-1 - ------------------------------------------------------ Choosing a Share Class A-1 Excessive Short-Term Trading Activity Disclosures A-5 Purchasing Shares A-7 Redeeming Shares A-9 Exchanging Shares A-11 Pricing of Shares A-14 Taxes A-16 OBTAINING ADDITIONAL INFORMATION Back Cover - ------------------------------------------------------
The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA, Invest with DISCIPLINE, The AIM College Savings Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions. are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM Private Asset Management, AIM Private Asset Management and Design, AIM Stylized and/or Design, AIM Alternative Assets and Design and myaim.com are service marks of A I M Management Group Inc. AIM Trimark is a registered service mark of A I M Management Group Inc. and AIM Funds Management Inc. No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and you should not rely on such other information or representations. ---------------------- AIM CONSTELLATION FUND ---------------------- INVESTMENT OBJECTIVE AND STRATEGIES - -------------------------------------------------------------------------------- The fund's investment objective is growth of capital. The investment objective of the fund may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet this objective by investing principally in common stocks of companies the portfolio managers believe are likely to benefit from new or innovative products, services or processes as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth. The portfolio managers consider whether to sell a particular security when it no longer meets these criteria. The fund will invest without regard to market capitalization. The fund may also invest up to 25% of its total assets in foreign securities. For cash management purposes, the fund may also hold a portion of its assets in cash or cash equivalents, including shares of affiliated money market funds. Any percentage limitations with respect to assets of the fund are applied at the time of purchase. In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the fund may temporarily hold all or a portion of its assets in cash, cash equivalents or high-quality debt instruments. As a result, the fund may not achieve its investment objective. The fund may engage in active and frequent trading of portfolio securities to achieve its investment objective. If the fund does trade in this way, it may incur increased transaction costs, which can lower the actual return on your investment. Active trading may also increase short-term gains and losses, which may affect the taxes you have to pay. PRINCIPAL RISKS OF INVESTING IN THE FUND - -------------------------------------------------------------------------------- There is a risk that you could lose all or a portion of your investment in the fund. The value of your investment in the fund will go up and down with the prices of the securities in which the fund invests. The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. This is especially true with respect to equity securities of smaller companies, whose prices may go up and down more than equity securities of larger, more- established companies. Also, since equity securities of smaller companies may not be traded as often as equity securities of larger, more-established companies, it may be difficult or impossible for the fund to sell securities at a desirable price. Foreign securities have additional risks, including exchange rate changes, political and economic upheaval, the relative lack of information about these companies, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards. An investment in the fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. 1 ---------------------- AIM CONSTELLATION FUND ---------------------- PERFORMANCE INFORMATION - -------------------------------------------------------------------------------- The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance. ANNUAL TOTAL RETURNS - -------------------------------------------------------------------------------- The following bar chart shows changes in the performance of the fund's Class A shares from year to year. The bar chart does not reflect sales loads. If it did, the annual total returns shown would be lower. (PERFORMANCE GRAPH)
ANNUAL YEARS ENDED TOTAL DECEMBER 31 RETURNS - ----------- ------- 1997................................................................... 12.92% 1998................................................................... 18.89% 1999................................................................... 44.38% 2000................................................................... -10.37% 2001................................................................... -23.61% 2002................................................................... -24.75% 2003................................................................... 29.34% 2004................................................................... 6.18% 2005................................................................... 8.45% 2006................................................................... 5.85%
During the periods shown in the bar chart, the highest quarterly return was 36.59% (quarter ended December 31, 1999) and the lowest quarterly return was - -23.34% (quarter ended September 30, 2001). 2 ---------------------- AIM CONSTELLATION FUND ---------------------- PERFORMANCE TABLE The following performance table compares the fund's performance to that of a broad-based securities market index, a style specific index and a peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payment of fees, expenses or taxes. The fund is not managed to track the performance of any particular index, including the indices shown below, and consequently, the performance of the fund may deviate significantly from the performance of the indices shown below.
AVERAGE ANNUAL TOTAL RETURNS - ------------------------------------------------------------------------------------- (for the periods ended SINCE INCEPTION December 31, 2006) 1 YEAR 5 YEARS 10 YEARS INCEPTION(1) DATE - ------------------------------------------------------------------------------------- Class A 4/30/76 Return Before Taxes 0.04% 2.31% 4.05% -- Return After Taxes on Distributions 0.04 2.31 3.21 -- Return After Taxes on Distributions and Sale of Fund Shares 0.02 1.98 3.29 -- Class B 11/03/97 Return Before Taxes 0.08 2.38 -- 2.41% Class C 08/04/97 Return Before Taxes 4.08 2.74 -- 2.16 Class R(2) 04/30/76(2) Return Before Taxes 5.59 3.33 4.46 -- - ------------------------------------------------------------------------------------- S&P 500--registered trademark-- Index(3) 15.78 6.19 8.42 -- Russell 1000--Registered Trademark-- Growth Index(3,4) 9.07 2.69 5.44 -- Lipper Multi-Cap Growth Funds Index(3,5) 9.21 4.73 6.41 -- - -------------------------------------------------------------------------------------
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A only and after-tax returns for Class B, C and R will vary. (1) Since Inception performance is only provided for a class with less than ten calendar years of performance. (2) The return shown for the one year period is the historical performance of the fund's Class R shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Class R shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Class R shares is June 3, 2002. (3) The S&P 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has also included the Russell 1000 Growth Index, which the fund believes more closely reflects the performance of the types of securities in which the fund invests. In addition, the Lipper Multi-Cap Growth Funds Index (which may or may not include the fund) is included for comparison to a peer group. (4) The Russell 1000 Growth Index measures the performance of those securities in the Russell 1000--Registered Trademark-- Index with a higher than average growth forecast. The Russell 1000 Index measures the performance of the 1,000 largest companies domiciled in the United States. (5) The Lipper Multi-Cap Growth Funds Index is an equally weighted representation of the 30 largest funds in the Lipper Multi-Cap Growth category. These funds, by portfolio practice, invest in a variety of market capitalization ranges without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time. Multi-Cap funds typically have between 25% and 75% of their assets invested in companies with market capitalizations (on a three-year weighted basis) above 300% of the dollar-weighted median market capitalization of the middle 1000 securities of the S&P SuperComposite 1500 Index. Multi-Cap Growth funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and three year sales-per-share growth value, compared to the S&P 500 Index. 3 ---------------------- AIM CONSTELLATION FUND ---------------------- FEE TABLE AND EXPENSE EXAMPLE - -------------------------------------------------------------------------------- FEE TABLE This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
SHAREHOLDER FEES - -------------------------------------------------------------------------------- (fees paid directly from your investment) CLASS A CLASS B CLASS C CLASS R - -------------------------------------------------------------------------------- Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% None None None Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) None(1) 5.00% 1.00% None(1) - --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(2) - -------------------------------------------------------------------------------- (expenses that are deducted from fund assets) CLASS A CLASS B CLASS C CLASS R - -------------------------------------------------------------------------------- Management Fees(3) 0.63% 0.63% 0.63% 0.63% Distribution and/or Service (12b-1) Fees 0.25 1.00 1.00 0.50 Other Expenses 0.36 0.36 0.36 0.36 Total Annual Fund Operating Expenses 1.24 1.99 1.99 1.49 Fee Waiver(3) 0.03 0.03 0.03 0.03 Net Annual Fund Operating Expenses 1.21 1.96 1.96 1.46 - --------------------------------------------------------------------------------
(1) A contingent deferred sales charge may apply in some cases. See "Shareholder Information--Choosing a Share Class--Sales Charges." (2) There is no guarantee that actual expenses will be the same as those shown in the table. (3) Through December 31, 2012, the advisor has contractually agreed to waive a portion of its advisory fees to the extent necessary so that the advisory fees payable by the fund do not exceed a specified maximum annual advisory fee rate, wherein the fee rate includes breakpoints and is based upon net asset levels. The fund's maximum annual advisory fee rate ranges from 0.695% (for average net assets up to $250 million) to 0.52% (for average net assets over $10 billion). If a financial institution is managing your account, you may also be charged a transaction or other fee by such financial institution. As a result of 12b-1 fees, long-term shareholders in the fund may pay more than the maximum permitted initial sales charge. EXPENSE EXAMPLE This example is intended to help you compare the costs of investing in different classes of the fund with the cost of investing in other mutual funds. The example assumes that you: (i) invest $10,000 in the fund for the time periods indicated; (ii) redeem all of your shares at the end of the periods indicated; (iii) earn a 5% return on your investment before operating expenses each year; (iv) incur the same amount in operating expenses each year (after taking into account the effect of any contractual fee waivers and/or expense reimbursements; and, in the event you hold Class B shares, any applicable reduction in Annual Fund Operating Expenses due to a conversion of your shares to Class A); and (v) incur the applicable initial sales charges (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge). To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your cost would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- Class A $667 $913 $1,178 $1,950 Class B 699 915 1,257 2,106(1) Class C 299 615 1,057 2,300 Class R 149 462 797 1,762 - --------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- Class A $667 $913 $1,178 $1,950 Class B 199 615 1,057 2,106(1) Class C 199 615 1,057 2,300 Class R 149 462 797 1,762 - --------------------------------------------------------------------------------
(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on. 4 ---------------------- AIM CONSTELLATION FUND ---------------------- HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION - -------------------------------------------------------------------------------- The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following: - You invest $10,000 in the fund and hold it for the entire 10 year period; - Your investment has a 5% return before expenses each year; - The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed; - Hypotheticals both with and without any applicable initial sales charge applied (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and - There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.
CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.21% 1.21% 1.21% 1.21% 1.21% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses (1.92%) 1.80% 5.66% 9.66% 13.82% End of Year Balance $ 9,808.16 $10,179.88 $10,565.70 $10,966.14 $11,381.76 Estimated Annual Expenses $ 666.51 $ 120.93 $ 125.51 $ 130.27 $ 135.20 - ----------------------------------------------------------------------------------------------- CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 Annual Expense Ratio(1) 1.21% 1.24% 1.24% 1.24% 1.24% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 18.13% 22.57% 27.18% 31.96% 36.93% End of Year Balance $11,813.13 $12,257.30 $12,718.18 $13,196.38 $13,692.56 Estimated Annual Expenses $ 140.33 $ 149.24 $ 154.85 $ 160.67 $ 166.71 - -----------------------------------------------------------------------------------------------
CLASS A WITHOUT FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.21% 1.21% 1.21% 1.21% 1.21% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.79% 7.72% 11.81% 16.04% 20.44% End of Year Balance $10,379.00 $10,772.36 $11,180.64 $11,604.38 $12,044.19 Estimated Annual Expenses $ 123.29 $ 127.97 $ 132.82 $ 137.85 $ 143.07 - ----------------------------------------------------------------------------------------------- CLASS A WITHOUT FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.21% 1.24% 1.24% 1.24% 1.24% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 25.01% 29.71% 34.58% 39.64% 44.89% End of Year Balance $12,500.66 $12,970.69 $13,458.39 $13,964.42 $14,489.48 Estimated Annual Expenses $ 148.50 $ 157.92 $ 163.86 $ 170.02 $ 176.41 - -----------------------------------------------------------------------------------------------
CLASS B(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.96% 1.96% 1.96% 1.96% 1.96% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.04% 6.17% 9.40% 12.73% 16.15% End of Year Balance $10,304.00 $10,617.24 $10,940.01 $11,272.58 $11,615.27 Estimated Annual Expenses $ 198.98 $ 205.03 $ 211.26 $ 217.68 $ 224.30 - ----------------------------------------------------------------------------------------------- CLASS B(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.96% 1.99% 1.99% 1.24% 1.24% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 19.68% 23.29% 27.00% 31.77% 36.73% End of Year Balance $11,968.37 $12,328.62 $12,699.71 $13,177.22 $13,672.68 Estimated Annual Expenses $ 231.12 $ 241.76 $ 249.03 $ 160.44 $ 166.47 - -----------------------------------------------------------------------------------------------
CLASS C(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.96% 1.96% 1.96% 1.96% 1.96% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.04% 6.17% 9.40% 12.73% 16.15% End of Year Balance $10,304.00 $10,617.24 $10,940.01 $11,272.58 $11,615.27 Estimated Annual Expenses $ 198.98 $ 205.03 $ 211.26 $ 217.68 $ 224.30 - ----------------------------------------------------------------------------------------------- CLASS C(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.96% 1.99% 1.99% 1.99% 1.99% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 19.68% 23.29% 27.00% 30.82% 34.76% End of Year Balance $11,968.37 $12,328.62 $12,699.71 $13,081.97 $13,475.74 Estimated Annual Expenses $ 231.12 $ 241.76 $ 249.03 $ 256.53 $ 264.25 - -----------------------------------------------------------------------------------------------
CLASS R YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.46% 1.46% 1.46% 1.46% 1.46% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.54% 7.21% 11.00% 14.93% 19.00% End of Year Balance $10,354.00 $10,720.53 $11,100.04 $11,492.98 $11,899.83 Estimated Annual Expenses $ 148.58 $ 153.84 $ 159.29 $ 164.93 $ 170.77 - ----------------------------------------------------------------------------------------------- CLASS R YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.46% 1.49% 1.49% 1.49% 1.49% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 23.21% 27.54% 32.01% 36.65% 41.44% End of Year Balance $12,321.09 $12,753.56 $13,201.21 $13,664.57 $14,144.19 Estimated Annual Expenses $ 176.81 $ 186.81 $ 193.36 $ 200.15 $ 207.18 - -----------------------------------------------------------------------------------------------
(1) Your actual expenses may be higher or lower than those shown. (2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C have not been deducted. 5 ---------------------- AIM CONSTELLATION FUND ---------------------- DISCLOSURE OF PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The fund's portfolio holdings are disclosed on a regular basis in its semi-annual and annual reports to shareholders, and on Form N-Q, which is filed with the Securities and Exchange Commission (SEC) within 60 days of the fund's first and third fiscal quarter-ends. In addition, portfolio holdings information for the fund is available at http://www.aiminvestments.com. To reach this information, access the fund's overview page on the website. Links to the following fund information are located in the upper right side of this website page:
- --------------------------------------------------------------------------------------------------------------------------------- APPROXIMATE DATE OF INFORMATION REMAINS INFORMATION WEBSITE POSTING POSTED ON WEBSITE - --------------------------------------------------------------------------------------------------------------------------------- Top ten holdings as of month-end 15 days after month-end Until posting of the following month's top ten holdings - --------------------------------------------------------------------------------------------------------------------------------- Complete portfolio holdings as of 30 days after calendar quarter-end For one year calendar quarter-end - ---------------------------------------------------------------------------------------------------------------------------------
A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio holdings is available in the fund's Statement of Additional Information, which is available at http://www.aiminvestments.com. FUND MANAGEMENT - -------------------------------------------------------------------------------- THE ADVISOR A I M Advisors, Inc. (the advisor or AIM) serves as the fund's investment advisor and is responsible for its day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises all aspects of the fund's operations and provides investment advisory services to the fund, including obtaining and evaluating economic, statistical and financial information to formulate and implement investment programs for the fund. The advisor has acted as an investment advisor since its organization in 1976. Today, the advisor, together with its subsidiaries, advises or manages over 200 investment portfolios, including the fund, encompassing a broad range of investment objectives. On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlements. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC. Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM funds, IFG, AIM, ADI and/or related entities and individuals in the future. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the fund's Statement of Additional Information. As a result of the matters discussed above, investors in the AIM funds might react by redeeming their investments. This might require the funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the funds. ADVISOR COMPENSATION During the fiscal year ended October 31, 2006, the advisor received compensation of 0.60% of average daily net assets, after fee waivers. A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended October 31, 2006. 6 ---------------------- AIM CONSTELLATION FUND ---------------------- PORTFOLIO MANAGER(S) The following individuals are jointly and primarily responsible for the day-to-day management of the fund's portfolio: - - Lanny H. Sachnowitz (lead manager), Senior Portfolio Manager, who has been responsible for the fund since 2005 and has been associated with the advisor and/or its affiliates since 1987. As the lead manager, Mr. Sachnowitz generally has final authority over all aspects of the fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings. The degree to which Mr. Sachnowitz may perform these functions, and the nature of these functions, may change from time to time. - - Kirk L. Anderson, Portfolio Manager, who has been responsible for the fund since 2005 and has been associated with the advisor and/or its affiliates since 1994. - - James G. Birdsall, Portfolio Manager, who has been responsible for the fund since 2005 and has been associated with the advisor and/or its affiliates since 1995. - - Robert J. Lloyd, Portfolio Manager, who has been responsible for the fund since 2003 and has been associated with the advisor and/or its affiliates since 2000. They are assisted by the advisor's Large/Multi-Cap Growth Team, which is comprised of portfolio managers and research analysts. Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the team may change from time to time. More information on these portfolio manager(s) and the team, including biographies of members of the team, may be found on the advisor's website (http://www.aiminvestments.com). The website is not part of this prospectus. The fund's Statement of Additional Information provides additional information about the portfolio managers' investments in the fund, a description of their compensation structure, and information regarding other accounts they manage. OTHER INFORMATION - -------------------------------------------------------------------------------- SALES CHARGES Purchases of Class A shares of AIM Constellation Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to the contingent deferred sales charge listed in that section. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges listed in that section. Certain purchases of Class R shares may be subject to the contingent deferred sales charge listed in that section. DIVIDENDS AND DISTRIBUTIONS The fund expects that its distributions, if any, will consist primarily of capital gains. DIVIDENDS The fund generally declares and pays dividends, if any, annually. CAPITAL GAINS DISTRIBUTIONS The fund generally distributes long-term and short-term capital gains, if any, annually. 7 ---------------------- AIM CONSTELLATION FUND ---------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended 2006 and 2005 has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request. Information prior to fiscal year 2005 was audited by other public accountants.
CLASS A -------------------------------------------------------------------------- YEAR ENDED OCTOBER 31, -------------------------------------------------------------------------- 2006 2005 2004 2003 2002 ---------- ---------- ---------- ---------- ---------- Net asset value, beginning of period $ 23.63 $ 21.27 $ 20.61 $ 17.20 $ 19.72 - ------------------------------------------------------------------------------------------------------------------------------ Income from investment operations: Net investment income (loss) (0.06)(a) (0.02)(b) (0.13)(a) (0.12)(a) (0.15)(a) - ------------------------------------------------------------------------------------------------------------------------------ Net gains (losses) on securities (both realized and unrealized) 1.99 2.38 0.79 3.53 (2.37) ============================================================================================================================== Total from investment operations 1.93 2.36 0.66 3.41 (2.52) ============================================================================================================================== Net asset value, end of period $ 25.56 $ 23.63 $ 21.27 $ 20.61 $ 17.20 ______________________________________________________________________________________________________________________________ ============================================================================================================================== Total return(c) 8.17% 11.10% 3.20% 19.83% (12.78)% ______________________________________________________________________________________________________________________________ ============================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $6,374,641 $4,461,224 $5,616,072 $6,825,023 $6,780,055 ______________________________________________________________________________________________________________________________ ============================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.21%(d) 1.29% 1.27% 1.29% 1.26% - ------------------------------------------------------------------------------------------------------------------------------ Without fee waivers and/or expense reimbursements 1.24%(d) 1.31% 1.29% 1.30% 1.27% ============================================================================================================================== Ratio of net investment income (loss) to average net assets (0.24)%(d) (0.06)%(b) (0.59)% (0.67)% (0.74)% ______________________________________________________________________________________________________________________________ ============================================================================================================================== Portfolio turnover rate 123% 59% 50% 47% 57% ______________________________________________________________________________________________________________________________ ==============================================================================================================================
(a) Calculated using average shares outstanding. (b) Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the special dividend were $(0.09) and (0.36)%, respectively for the year ended October 31, 2005. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (d) Ratios are based on average daily net assets of $5,824,944,759. 8 ---------------------- AIM CONSTELLATION FUND ---------------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS B ---------------------------------------------------------------------- YEAR ENDED OCTOBER 31, ---------------------------------------------------------------------- 2006 2005 2004 2003 2002 ---------- -------- -------- -------- -------- Net asset value, beginning of period $ 22.00 $ 19.95 $ 19.46 $ 16.36 $ 18.89 - -------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.23)(a) (0.19)(b) (0.26)(a) (0.23)(a) (0.27)(a) - -------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.85 2.24 0.75 3.33 (2.26) ========================================================================================================================== Total from investment operations 1.62 2.05 0.49 3.10 (2.53) ========================================================================================================================== Net asset value, end of period $ 23.62 $ 22.00 $ 19.95 $ 19.46 $ 16.36 __________________________________________________________________________________________________________________________ ========================================================================================================================== Total return(c) 7.36% 10.28% 2.52% 18.95% (13.39)% __________________________________________________________________________________________________________________________ ========================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $1,008,799 $531,341 $617,005 $688,587 $625,294 __________________________________________________________________________________________________________________________ ========================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.96%(d) 2.01% 1.97% 1.99% 1.96% - -------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.99%(d) 2.03% 1.99% 2.00% 1.97% ========================================================================================================================== Ratio of net investment income (loss) to average net assets (0.99)%(d) (0.78)%(b) (1.29)% (1.37)% (1.44)% __________________________________________________________________________________________________________________________ ========================================================================================================================== Portfolio turnover rate 123% 59% 50% 47% 57% __________________________________________________________________________________________________________________________ ==========================================================================================================================
(a) Calculated using average shares outstanding. (b) Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the special dividend were $(0.26) and (1.08)%, respectively for the year ended October 31, 2005. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (d) Ratios are based on average daily net assets of $874,916,174.
CLASS C --------------------------------------------------------------------- YEAR ENDED OCTOBER 31, --------------------------------------------------------------------- 2006 2005 2004 2003 2002 -------- -------- -------- -------- -------- Net asset value, beginning of period $ 21.99 $ 19.94 $ 19.46 $ 16.36 $ 18.88 - ------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.23)(a) (0.19)(b) (0.26)(a) (0.23)(a) (0.27)(a) - ------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.85 2.24 0.74 3.33 (2.25) ========================================================================================================================= Total from investment operations 1.62 2.05 0.48 3.10 (2.52) ========================================================================================================================= Net asset value, end of period $ 23.61 $ 21.99 $ 19.94 $ 19.46 $ 16.36 _________________________________________________________________________________________________________________________ ========================================================================================================================= Total return(c) 7.37% 10.28% 2.47% 18.95% (13.35)% _________________________________________________________________________________________________________________________ ========================================================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $274,187 $132,056 $162,707 $193,585 $184,393 _________________________________________________________________________________________________________________________ ========================================================================================================================= Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.96%(d) 2.01% 1.97% 1.99% 1.96% - ------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.99%(d) 2.03% 1.99% 2.00% 1.97% ========================================================================================================================= Ratio of net investment income (loss) to average net assets (0.99)%(d) (0.78)%(b) (1.29)% (1.37)% (1.44)% _________________________________________________________________________________________________________________________ ========================================================================================================================= Portfolio turnover rate 123% 59% 50% 47% 57% _________________________________________________________________________________________________________________________ =========================================================================================================================
(a) Calculated using average shares outstanding. (b) Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the special dividend were $(0.26) and (1.08)%, respectively for the year ended October 31, 2005. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (d) Ratios are based on average daily net assets of $228,687,629. 9 ---------------------- AIM CONSTELLATION FUND ---------------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS R ------------------------------------------------------------------------ JUNE 3, 2002 (DATE SALES YEAR ENDED OCTOBER 31, COMMENCED) TO ---------------------------------------------------- OCTOBER 31, 2006 2005 2004 2003 2002 ------- ------ ------ ------ ------------- Net asset value, beginning of period $ 23.54 $21.24 $20.63 $17.26 $ 19.82 - ---------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.12)(a) (0.06)(b) (0.17)(a) (0.16)(a) (0.07)(a) - ---------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.99 2.36 0.78 3.53 (2.49) ============================================================================================================================ Total from investment operations 1.87 2.30 0.61 3.37 (2.56) ============================================================================================================================ Net asset value, end of period $ 25.41 $23.54 $21.24 $20.63 $ 17.26 ____________________________________________________________________________________________________________________________ ============================================================================================================================ Total return(c) 7.94% 10.83% 2.96% 19.52% (12.92)% ____________________________________________________________________________________________________________________________ ============================================================================================================================ Ratios/supplemental data: Net assets, end of period (000s omitted) $12,982 $7,467 $6,202 $2,857 $ 226 ____________________________________________________________________________________________________________________________ ============================================================================================================================ Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.46%(d) 1.51% 1.47% 1.49% 1.53%(e) - ---------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.49%(d) 1.53% 1.49% 1.50% 1.54%(e) ============================================================================================================================ Ratio of net investment income (loss) to average net assets (0.49)%(d) (0.28)%(b) (0.79)% (0.87)% (1.01)%(e) ____________________________________________________________________________________________________________________________ ============================================================================================================================ Portfolio turnover rate(f) 123% 59% 50% 47% 57% ____________________________________________________________________________________________________________________________ ============================================================================================================================
(a) Calculated using average shares outstanding. (b) Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the special dividend were $(0.13) and (0.58)%, respectively for the year ended October 31, 2005. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (d) Ratios are based on average daily net assets of $10,867,568. (e) Annualized. (f) Portfolio turnover is calculated at the fund level and not annualized for periods less than one year. 10 ------------- THE AIM FUNDS ------------- SHAREHOLDER INFORMATION - -------------------------------------------------------------------------------- In addition to the fund, AIM serves as investment advisor to many other retail mutual funds (the funds). The following information is about the retail classes of the funds. CHOOSING A SHARE CLASS All of the funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment relative to a less expensive class. In deciding which class of shares to purchase, you should consider, among other things, (i) the length of time you expect to hold your shares, (ii) the provisions of the distribution plan, if any, applicable to the class (iii) the eligibility requirements that apply to purchases of a particular class, and (iv) any services you may receive in making your investment determination. In addition, you should consider the other factors described below. Please contact your financial advisor to assist you in making your decision.
CLASS A(1) CLASS A3 CLASS B(4) CLASS C CLASS R INVESTOR CLASS - --------------------------------------------------------------------------------------------------------------- - - Initial sales - No initial - No initial sales - No initial - No initial - No initial charge sales charge charge sales charge sales charge sales charge - - Reduced or waived - No contingent - Contingent - Contingent - Generally, no - No contingent initial sales deferred sales deferred sales deferred sales contingent deferred sales charge for charge charge on charge on deferred sales charge certain redemptions redemptions charge(2) purchases(2) within six years within one year(7) - - Lower - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of distribution and 0.25% 1.00% 1.00%(8) 0.50% 0.25%(3) service (12b-1) fee than Class B, Class C or Class R shares (See "Fee Table and Expense Example")(3) - Does not - Converts to - Does not - Does not - Does not convert to Class A shares convert to convert to convert to Class A shares on or about the Class A shares Class A shares Class A shares end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of its reinvested dividends and distributions(5) - - Generally more - Available only - Purchase orders - Generally more - Generally, - Closed to new appropriate for for a limited limited to appropriate only available investors, long-term number of amount less than for short-term to employee except as investors funds $100,000(6) investors benefit described in - Purchase plans(10) the orders limited "Purchasing to amount less Shares -- Grandfathered than Investors" $1,000,000(9) section of your prospectus - ---------------------------------------------------------------------------------------------------------------
Certain funds also offer Institutional Class shares to certain eligible institutional investors; consult the fund's Statement of Additional Information for the Institutional Class shares for details. AIM Summit Fund also offers Class P shares which are not offered to members of the general public. (1) As of the close of business on October 30, 2002, Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund were closed to new investors. (2) A contingent deferred sales charge may apply in some cases. (3) Class A shares of AIM Tax-Free Intermediate Fund and Investor Class shares of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do not have a 12b-1 fee. (4) Class B shares are not available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code. These plans include 401(k) plans (including AIM Solo 401(k) plans), money purchase pension plans and profit sharing plans. Plans that have existing accounts invested in Class B shares will continue to be allowed to make additional purchases. (5) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares. (6) Any purchase order for Class B shares in an amount equal to or in excess of $100,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation. (7) A contingent deferred sales charge (CDSC) does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you exchange Class C shares of another fund that are subject to a CDSC into AIM LIBOR Alpha Fund or AIM Short Term Bond Fund. (8) Class C shares of AIM Floating Rate Fund have a Rule 12b-1 fee of 0.75%. (9) Any purchase order for Class C shares in an amount equal to or in excess of $1,000,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation. (10) Generally, Class R shares are only available to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, 457 of the Internal Revenue Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Internal Revenue Code, respectively; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Internal Revenue Code. Retirement plans maintained pursuant to Section 401 generally include 401(k) plans, profit sharing plans, money purchase pension plans, and defined benefit plans. Retirement plans maintained pursuant to Section 403 must be established and maintained by non-profit organizations operating pursuant to Section 501(c)(3) of the Internal Revenue Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs. - -------------------------------------------------------------------------------- MCF--02/07 A-1 ------------- THE AIM FUNDS ------------- DISTRIBUTION AND SERVICE (12b-1) FEES Each fund (except AIM Tax-Free Intermediate Fund with respect to its Class A shares and AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio with respect to their Investor Class shares) has adopted 12b-1 plans that allow the fund to pay distribution fees to A I M Distributors, Inc. (ADI) for the sale and distribution of its shares and fees for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. SALES CHARGES Sales charges on the funds and classes of those funds are detailed below. In addition, information on sales charges is also available, free of charge, on the fund's website, www.aiminvestments.com under the tab "My Account", Service Center, as well as in the fund's Statement of Additional Information, which is also available free of charge. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge. INITIAL SALES CHARGES The funds are grouped into four categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular fund is classified. CATEGORY I INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 25,000 5.50% 5.82% $ 25,000 but less than $ 50,000 5.25 5.54 $ 50,000 but less than $ 100,000 4.75 4.99 $100,000 but less than $ 250,000 3.75 3.90 $250,000 but less than $ 500,000 3.00 3.09 $500,000 but less than $1,000,000 2.00 2.04 - -------------------------------------------------------------------------------
CATEGORY II INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 50,000 4.75% 4.99% $ 50,000 but less than $ 100,000 4.00 4.17 $100,000 but less than $ 250,000 3.75 3.90 $250,000 but less than $ 500,000 2.50 2.56 $500,000 but less than $1,000,000 2.00 2.04 - -------------------------------------------------------------------------------
CATEGORY III INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 100,000 1.00% 1.01% $100,000 but less than $ 250,000 0.75 0.76 $250,000 but less than $1,000,000 0.50 0.50 - -------------------------------------------------------------------------------
CATEGORY IV INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 100,000 2.50% 2.56% $100,000 but less than $ 250,000 2.00 2.04 $250,000 but less than $ 500,000 1.50 1.52 $500,000 but less than $1,000,000 1.25 1.27 - -------------------------------------------------------------------------------
SHARES SOLD WITHOUT A SALES CHARGE You will not pay: - - an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund or AIM Cash Reserve Shares of AIM Money Market Fund; - - an initial sales charge or a contingent deferred sales charge (CDSC) on Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund; - - an initial sales charge or a CDSC on Investor Class shares of any fund; or - - an initial sales charge on purchase of Class P shares of AIM Summit Fund. PURCHASE OF CLASS A SHARES AT NET ASSET VALUE Certain categories of persons are permitted to purchase Class A shares of the funds without paying an initial sales charge because their transactions involve little expense, such as persons who have a relationship with the funds or with AIM and certain programs for purchase. Accordingly, the following purchasers will not pay initial sales charges on purchases of Class A shares: - - A I M Management Group Inc., and its affiliates, or their clients; - - Any current or retired officer, director, trustee or employee (and members of their Immediate Family) of A I M Management Group Inc., its affiliates or The AIM Family of Funds, and any foundation, trust, employee benefit plan or deferred compensation plan established exclusively for the benefit of, or by, such persons; - - Sales representatives and employees (and members of their Immediate Family) of selling group members of financial institutions that have arrangements with such selling group members; MCF--02/07 A-2 ------------- THE AIM FUNDS ------------- - - Purchases through approved fee-based programs; - - Employer-sponsored retirement plans that are Qualified Purchasers, provided that: a. a plan's assets are at least $1 million; b. there are at least 100 employees eligible to participate in the plan; or c. all plan transactions are executed through a single omnibus account per AIM fund and the financial institution or service organization has entered into the appropriate agreement with the distributor; further provided that retirement plans maintained pursuant to Section 403(b) of the Internal Revenue Code of 1986, as amended, (the Code) are not eligible to purchase shares at net asset value based on the aggregate investment made by the plan or the number of eligible employees unless the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code; - - Shareholders of Investor Class shares of an AIM fund; - - Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code; - - Insurance company separate accounts; - - Transfers to IRAs that are attributable to AIM fund investments held in 403(b)(7)s, SIMPLEs, SEPs, SARSEPs, Traditional or Roth IRAs; and - - Rollovers from AIM-held 403(b)(7)s, 401(K)s, SEPs, SIMPLEs, SARSEPs, Money Purchase Plans, and Profit Sharing Plans if the assets are transferred to an AIM IRA. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, or a description of any defined term used above, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds at net asset value. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%. If you currently own Class A shares of a Category I, II or IV fund and make additional purchases at net asset value that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC. Some retirement plans can purchase Class A shares at their net asset value per share. If ADI paid a concession to the dealer of record in connection with a Large Purchase of Class A shares by a retirement plan, the Class A shares may be subject to a 1% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the plan's initial purchase. You may be charged a CDSC when you redeem AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC. ADI may pay a dealer concession and/or a service fee for Large Purchases and purchases by certain retirement plans. CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT-TERM BOND FUND You can purchase Class B and Class C shares at their net asset value per share. However, when you redeem them, they are subject to a CDSC in the following percentages:
YEAR SINCE PURCHASE MADE CLASS B CLASS C - -------------------------------------------------------------------------------- First 5% 1% Second 4 None Third 3 None Fourth 3 None Fifth 2 None Sixth 1 None Seventh and following None None - --------------------------------------------------------------------------------
CONTINGENT DEFERRED SALES CHARGES FOR CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT-TERM BOND FUND You can purchase Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund at their net asset value and not subject to a CDSC. However, you may be charged a CDSC when you redeem Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC. CONTINGENT DEFERRED SALES CHARGES FOR CLASS R SHARES You can purchase Class R shares at their net asset value per share. If ADI pays a concession to the dealer of record, however, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within 12 months from the date of the retirement plan's initial purchase. COMPUTING A CDSC The CDSC on redemptions of shares is computed based on the lower of their original purchase price or current market value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, we will assume that you are redeeming shares on which there is no CDSC first and, then, shares in the order of purchase. REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS You may qualify for reduced sales charges or sales charge exceptions. To qualify for these reductions or exceptions, you or your financial advisor must notify the transfer agent at the time of purchase that your purchase qualifies for such treatment. Certain individuals and employer-sponsored retirement plans may link accounts for the purpose of qualifying for lower initial sales charges. You or your financial consultant must provide other account numbers to be MCF--02/07 A-3 ------------- THE AIM FUNDS ------------- considered for Rights of Accumulation, or mark the Letter of Intent section on the account application, or provide other relevant documentation, so that the transfer agent can verify your eligibility for the reduction or exception. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. REDUCED SALES CHARGES You may be eligible to buy Class A shares at reduced initial sales charge rates under Rights of Accumulation or Letters of Intent under certain circumstances. Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Investor Class shares of any fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges pursuant to Rights of Accumulation or Letters of Intent. RIGHTS OF ACCUMULATION You may combine your new purchases of Class A shares of a fund with fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(SM) for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable initial sales charge for the new purchase is based on the total of your current purchase and the public offering price of all other shares you own. The transfer agent may automatically link certain accounts registered in the same name, with the same taxpayer identification number, for the purpose of qualifying you for lower initial sales charge rates. LETTERS OF INTENT Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of the funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full face amount of the LOI is not invested by the end of the 13-month period, your account will be adjusted to the higher initial sales charge level for the amount actually invested. INITIAL SALES CHARGE EXCEPTIONS You will not pay initial sales charges - - on shares purchased by reinvesting dividends and distributions; - - when exchanging shares among certain funds; or - - when a merger, consolidation, or acquisition of assets of a fund occurs. CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS You will not pay a CDSC - - if you redeem Class B shares you held for more than six years; - - if you redeem Class C shares you held for more than one year; - - if you redeem Class C shares of a fund other than AIM LIBOR Alpha Fund or AIM Short Term Bond Fund and you received such Class C shares by exchanging Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund; - - if you redeem Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received such Class C shares by exchanging Class C shares of another fund and the original purchase was subject to a CDSC; - - if you are a participant in a retirement plan and your plan redeems, at any time, less than all of the Class A, C or Class R shares held through such plan that would otherwise be subject to a CDSC; - - if you are a participant in a retirement plan and your plan redeems, after having held them for more than one year from the date of the plan's initial purchase, all of the Class A, C or Class R shares held through such plan that would otherwise be subject to a CDSC; - - if you are a participant in a qualified retirement plan and redeem Class A, Class C or Class R shares in order to fund a distribution; - - if you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period; - - if you redeem shares to pay account fees; - - for redemptions following the death or post-purchase disability of a shareholder or beneficial owner; - - if you redeem shares acquired through reinvestment of dividends and distributions; and - - on increases in the net asset value of your shares. There may be other situations when you may be able to purchase or redeem shares at reduced or without sales charges. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. CLASS P SHARES In addition to the share classes discussed above, the AIM Summit Fund has Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the "Summit Plans"). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may continue to purchase Class P shares until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a MCF--02/07 A-4 ------------- THE AIM FUNDS ------------- scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option. ADDITIONAL PAYMENTS TO FINANCIAL ADVISORS The financial advisor through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI or one or more of its corporate affiliates (collectively, ADI Affiliates) may make additional cash payments to financial advisors in connection with the promotion and sale of shares of the funds. These additional cash payments may include cash revenue sharing payments and other payments for certain administrative services, transaction processing services and certain other marketing support services. ADI Affiliates make these payments from their own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans. In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with ADI Affiliates. ADI Affiliates make revenue sharing payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits ADI Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, placing the funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including the funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The revenue sharing payments ADI Affiliates make may be calculated on sales of shares of the funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM funds attributable to that particular financial advisor (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of the funds and Asset-Based Payments primarily create incentives to retain previously sold shares of the funds in investor accounts. ADI Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments. ADI Affiliates also may make other payments to certain financial advisors for processing certain transactions or account maintenance activities (such as processing purchases, redemptions or exchanges or producing customer account statements) or for providing certain other marketing support services (such as financial assistance for conferences, seminars or sales or training programs at which ADI Affiliates personnel may make presentations on the funds to the financial advisor's sales force). Financial advisors may earn profits on these payments for these services, since the amount of the payment may exceed the cost of providing the service. Certain of these payments are subject to limitations under applicable law. ADI Affiliates are motivated to make the payments described above since they promote the sale of fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of the funds or retain shares of the funds in their clients' accounts, ADI Affiliates benefit from the incremental management and other fees paid to ADI Affiliates by the funds with respect to those assets. You can find further details in the fund's Statement of Additional Information about these payments and the services provided by financial advisors. In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in this prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the funds, as well as about fees and/or commissions it charges. EXCESSIVE SHORT-TERM TRADING ACTIVITY DISCLOSURES While the funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the funds' shares (i.e., a purchase of fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of fund shares held by long-term investors may be diluted. The Boards of Trustees have adopted policies and procedures designed to discourage excessive or short-term trading of fund shares for all funds except the money market funds. However, there is the risk that these funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These funds may alter their policies at any time without prior notice to shareholders if the advisor believes the change would be in the best interests of long-term shareholders. AIM and its affiliates (collectively, AIM Affiliates) currently use the following tools designed to discourage excessive short-term trading in the retail funds: (1) trade activity monitoring; (2) trading guidelines; MCF--02/07 A-5 ------------- THE AIM FUNDS ------------- (3) redemption fee on trades in certain funds; and (4) use of fair value pricing consistent with procedures approved by the Boards of Trustees of the funds. Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. The AIM Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests. Money Market Funds. The Boards of Trustees of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the money market funds) have not adopted any policies and procedures, such as limits on exchanges or redemption fees, that would limit frequent purchases and redemptions of such funds' shares. The Boards considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described below. Nonetheless, to the extent that the fund must maintain additional cash and/or securities with shorter-term durations than may otherwise be required, or with respect to Premier Tax-Exempt Portfolio, must borrow to honor redemption requests, the fund's yield could be negatively impacted. The Boards do not believe that it is appropriate to adopt any such policies and procedures for the money market funds for the following reasons: - - The money market funds are offered to investors as cash management vehicles. Investors must perceive an investment in such funds as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently. - - One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such funds. - - The money market funds' portfolio securities are valued on the basis of amortized cost, and such funds seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities. - - Because the money market funds seek to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in such funds. Imposition of redemption fees would run contrary to investor expectations. TRADE ACTIVITY MONITORING The AIM Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the AIM Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder's accounts other than exchanges into a money market fund. AIM Affiliates will use reasonable efforts to apply the fund's policies uniformly given the practical limitations described above. The ability of the AIM Affiliates to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading. TRADING GUIDELINES If you exceed four exchanges out of a fund (other than an AIM-sponsored retail money market fund) per calendar year, or a fund or an AIM Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each fund and the AIM Affiliates reserve the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if they believe that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. The movement out of one fund (redemption) and into one or more other funds (purchase) on the same day shall be counted as one exchange. Exchanges effected as part of programs that have been determined by an AIM Affiliate to be non-discretionary, such as dollar cost averaging, portfolio rebalancing, or other automatic non-discretionary programs that involve exchanges, generally will not be counted toward the trading guidelines limitation of four exchanges out of a fund per calendar year. The ability of the AIM Affiliates to monitor exchanges made by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to implement these trading guidelines and may be further limited by systems limitations applicable to those types of accounts. Some investments in the funds are made indirectly through vehicles such as qualified tuition plans, variable annuity and insurance contracts, and funds of funds which use the funds as underlying investments (each a conduit investment vehicle). If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to impose exchange limitations on individual transactions MCF--02/07 A-6 ------------- THE AIM FUNDS ------------- initiated by investors who have invested in the funds through the conduit investment vehicle. REDEMPTION FEE You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 30 days of purchase. See "Redeeming Shares -- Redemption Fee" for more information. The ability of a fund to assess a redemption fee on the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to assess such fees and may be further limited by systems limitations applicable to these types of accounts. For additional discussion of the applicability of redemption fees on shares of the fund held through omnibus accounts, retirement plan accounts, approved fee-based program accounts and conduit investment vehicles, see "Redeeming Shares -- Redemption Fee". FAIR VALUE PRICING Securities owned by a fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board of Trustees of the fund. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. See "Pricing of Shares -- Determination of Net Asset Value" for more information. PURCHASING SHARES If you hold your shares through a broker/dealer or other financial institution, your eligibility to purchase those shares, the conditions for purchase and sale, and the minimum and maximum amounts allowed may differ depending on that institution's policies. MINIMUM INVESTMENTS PER FUND ACCOUNT There are no minimum investments with respect to Class P or R shares for fund accounts. The minimum investments with respect to Class A, A3, B and C shares and Investor Class shares for fund accounts are as follows:
INITIAL ADDITIONAL TYPE OF ACCOUNT INVESTMENTS INVESTMENTS - ------------------------------------------------------------------------------------------------------------------------- Employer-Sponsored Retirement Plans (includes section 401, $ 0 ($25 per fund investment for $25 403 and 457 plans, and SEP, SARSEP and SIMPLE IRA plans) salary deferrals from Employer-Sponsored Retirement Plans) Systematic Purchase Plan 50 50 IRA, Roth IRA or Coverdell ESA 250 25 All other accounts 1,000 50 ADI has the discretion to accept orders for lesser amounts. - -------------------------------------------------------------------------------------------------------------------------
HOW TO PURCHASE SHARES You may purchase shares using one of the options below. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the fund verify and record your identifying information. PURCHASE OPTIONS - --------------------------------------------------------------------------------
OPENING AN ACCOUNT ADDING TO AN ACCOUNT - ---------------------------------------------------------------------------------------------------------------------------------- Through a Financial Advisor Contact your financial advisor. Same By Mail Mail completed account application and check Mail your check and the remittance slip from your to the transfer agent, AIM Investment confirmation statement to the transfer agent. Services, Inc., P.O. Box 4739, Houston, TX 77210-4739. By Wire Mail completed account application to the Call the transfer agent to receive a reference transfer agent. Call the transfer agent at number. Then, use the wire instructions at left. (800) 959-4246 to receive a reference number. Then, use the following wire instructions: Beneficiary Bank ABA/Routing #: 021000021 Beneficiary Account Number: 00100366807 Beneficiary Account Name: AIM Investment Services, Inc. RFB: Fund Name, Reference # OBI: Your Name, Account #
MCF--02/07 A-7 ------------- THE AIM FUNDS -------------
OPENING AN ACCOUNT ADDING TO AN ACCOUNT - ---------------------------------------------------------------------------------------------------------------------------------- By Telephone Open your account using one of the methods Select the AIM Bank Connection--Servicemark-- described above. option on your completed account application or complete an AIM Bank Connection form. Mail the application or form to the transfer agent. Once the transfer agent has received the form, call the transfer agent to place your purchase order. Call the AIM 24-hour Automated Investor Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested. By Internet Open your account using one of the methods Access your account at www.aiminvestments.com. described above. The proper bank instructions must have been provided on your account. You may not purchase shares in retirement accounts on the internet. - ----------------------------------------------------------------------------------------------------------------------------------
GRANDFATHERED INVESTORS Investor Class shares of a fund may be purchased only by: (1) persons or entities who had established an account, prior to April 1, 2002, in Investor Class shares of any of the funds currently distributed by ADI (the Grandfathered Funds) and have continuously maintained such account in Investor Class shares since April 1, 2002; (2) any person or entity listed in the account registration for any Grandfathered Funds, which account was established prior to April 1, 2002 and continuously maintained since April 1, 2002, such as joint owners, trustees, custodians and designated beneficiaries; (3) customers of certain financial institutions, wrap accounts or other fee-based advisory programs, or insurance company separate accounts, which have had relationships with ADI and/or any of the Grandfathered Funds prior to April 1, 2002 and continuously maintained such relationships since April 1, 2002; (4) defined benefit, defined contribution and deferred compensation plans; and (5) fund trustees, employees of AMVESCAP PLC and its subsidiaries, AMVESCAP directors, and their immediate families. SPECIAL PLANS SYSTEMATIC PURCHASE PLAN You can arrange for periodic investments in any of the funds by authorizing the transfer agent to withdraw the amount of your investment from your bank account on a day or dates you specify and in an amount of at least $50. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. DOLLAR COST AVERAGING Dollar Cost Averaging allows you to make automatic monthly or quarterly exchanges, if permitted, from one fund account to one or more other fund accounts with the identical registration. The account from which exchanges are to be made must have a minimum balance of $5,000 before you can use this option. Exchanges will occur on (or about) the day of the month you specify, in the amount you specify. Dollar Cost Averaging cannot be set up for the 29th through the 31st of the month. The minimum amount you can exchange to another fund is $50. You may participate in a dollar cost averaging program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Dollar Cost Averaging program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year. AUTOMATIC DIVIDEND INVESTMENT All of your dividends and distributions may be paid in cash or invested in any fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You may invest your dividends and distributions per the rules listed in the "Permitted Exchanges" section. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund: (1) Your account balance (a) in the fund paying the dividend must be at least $5,000; and (b) in the fund receiving the dividend must be at least $500; and (2) Both accounts must have identical registration information. PORTFOLIO REBALANCING PROGRAM If you have at least $5,000 in your account, you may participate in the Portfolio Rebalancing Program. Under this Program, you can designate how the total value of your fund holdings should be rebalanced, on a percentage basis, between two and ten of your funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your funds for shares of the same class of one or more other funds in your portfolio. Rebalancing will NOT occur if your portfolio is within 2% of your stated allocation. If you wish to participate in the Program, make changes or cancel the Program, the transfer agent must receive your request to participate, changes, or cancellation in good order at least five business days prior to the next rebalancing date, which is normally the 28th day of the last month of the period you choose. You may realize taxable gains from these exchanges. We may modify, suspend or terminate the Program at any time on 60 days prior written notice. You may participate in a portfolio rebalancing program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Portfolio Rebalancing Program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year. MCF--02/07 A-8 ------------- THE AIM FUNDS ------------- RETIREMENT PLANS Shares of most of the funds can be purchased through tax-sheltered retirement plans made available to corporations, individuals and employees of non-profit organizations and public schools. A plan document must be adopted to establish a retirement plan. You may use ADI sponsored retirement plans, which include IRAs, Roth IRAs, SIMPLE IRA plans, SEP/SARSEP plans, 403(b) plans, Solo 401(k) plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. AIM Investment Services, Inc. assesses certain fees associated with the maintenance of certain types of retirement plan accounts and the provision of specialized recordkeeping services for those plan accounts. ADI also assesses certain fees associated with the maintenance of retirement plan documents for which it acts as the prototype sponsor. Contact your financial advisor for details. - -------------------------------------------------------------------------------- EACH FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO: - REJECT OR CANCEL ALL OR ANY PART OF ANY PURCHASE OR EXCHANGE ORDER; - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY FUND; - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE SYSTEMATIC PURCHASE PLAN AND SYSTEMATIC REDEMPTION PLAN OPTIONS ON THE SAME ACCOUNT; OR - SUSPEND, CHANGE OR WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS. - -------------------------------------------------------------------------------- REDEEMING SHARES REDEMPTION FEE You may be charged a 2% redemption fee (on redemption proceeds) if you redeem, including redeeming by exchange, shares of the following funds within 30 days of their purchase: AIM Advantage Health AIM Global Value Fund Sciences Fund AIM Gold & Precious Metals Fund AIM Asia Pacific Growth Fund AIM High Yield Fund AIM China Fund AIM International Allocation Fund AIM Developing Markets Fund AIM International Core Equity Fund AIM European Growth Fund AIM International Growth Fund AIM European Small Company AIM International Small Company Fund Fund AIM International Total Return Fund AIM Floating Rate Fund AIM Japan Fund AIM Global Aggressive Growth AIM S&P 500 Index Fund Fund AIM Trimark Fund AIM Global Equity Fund AIM Global Growth Fund AIM Global Health Care Fund AIM Global Real Estate Fund
The redemption fee will be retained by the fund from which you are redeeming shares (including redemptions by exchange), and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the fund. The redemption fee is imposed to the extent that the number of fund shares you redeem exceeds the number of fund shares that you have held for more than 30 days. In determining whether the minimum 30 day holding period has been met, only the period during which you have held shares of the fund from which you are redeeming is counted. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last. The 2% redemption fee generally will not be charged on transactions involving the following: (1) total or partial redemptions of shares by omnibus accounts maintained by brokers that do not have the systematic capability to process the redemption fee; (2) total or partial redemptions of shares by approved fee-based programs that do not have the systematic capability to process the redemption fee; (3) total or partial redemptions of shares held through retirement plans maintained pursuant to Sections 401, 403, 408, 408A and 457 of the Internal Revenue Code (the Code) where the systematic capability to process the redemption fee does not exist; (4) total or partial redemptions effectuated by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and insurance company separate accounts which use the funds as underlying investments; (5) total or partial redemptions effectuated pursuant to an automatic non-discretionary rebalancing program or a systematic withdrawal plan established with the funds or a financial intermediary; (6) total or partial redemptions requested within 30 days following the death or post-purchase disability of (i) any registered shareholder on an account or (ii) the settlor of a living trust which is the registered shareholder of an account, of shares held in the account at the time of death or initial determination of post-purchase disability; (7) total or partial redemption of shares acquired through investment of dividends and other distributions; or (8) redemptions initiated by a fund. The AIM Affiliates' goals are to apply the redemption fee on all classes of shares of the above funds regardless of the type of account in which such shares are held. This goal is not immediately achievable because of systems limitations and marketplace resistance. Brokers that maintain omnibus accounts, sponsors of fee-based program accounts and retirement plan administrators for accounts that are exempt from the redemption fee pursuant to (1) through (8) above may impose a redemption fee that has different characteristics, which may be more or less restrictive, than those set forth above. Some investments in the funds are made indirectly through conduit investment vehicles. If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to assess MCF--02/07 A-9 ------------- THE AIM FUNDS ------------- redemption fees on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle. In these cases, the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the conduit investment vehicle in a fund. The funds have the discretion to waive the 2% redemption fee if a fund is in jeopardy of losing its registered investment company qualification for tax purposes. Your broker or financial advisor may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC) in addition to the redemption fee. REDEMPTION OF CLASS A SHARES AND AIM CASH RESERVE SHARES ACQUIRED BY EXCHANGE If you purchase $1,000,000 or more of Class A shares of any fund, or if you make additional purchases of Class A shares at net asset value, your shares may be subject to a CDSC upon redemption as described below.
SHARES INITIALLY SHARES HELD CDSC APPLICABLE UPON PURCHASED AFTER AN EXCHANGE REDEMPTION OF SHARES --------- ----------------- -------------------- - - Class A shares of Category - Class A shares of Category I, - 1% if shares are redeemed I, II or IV Fund II or IV Fund within 18 months of initial - Class A shares of Category III purchase of Category I, II or Fund(2) IV Fund - AIM Cash Reserve Shares of AIM Money Market Fund - - Class A shares of Category - Class A shares of Category I, - 1% if shares are redeemed III Fund(1) II or IV Fund within 18 months of initial purchase of Category III Fund shares - - Class A shares of Category - Class A shares of Category III - No CDSC III Fund(1) Fund(2) - Class A shares of AIM Tax- Exempt Cash Fund - AIM Cash Reserve Shares of AIM Money Market
(1) As of the close of business on October 30, 2002, only existing shareholders of Class A shares of a Category III Fund may purchase such shares. (2) Class A shares of a Category I, II, III or IV Fund may not be exchanged for Class A shares of a Category III Fund. HOW TO REDEEM SHARES - -------------------------------------------------------------------------------- Through a Financial Advisor Contact your financial advisor, including your retirement plan or program sponsor. By Mail Send a written request to the transfer agent. Requests must include (1) original signatures of all registered owners/trustees; (2) the name of the fund and your account number; (3) if the transfer agent does not hold your shares, endorsed share certificates or share certificates accompanied by an executed stock power; and (4) signature guarantees, if necessary (see below). The transfer agent may require that you provide additional information, such as corporate resolutions or powers of attorney, if applicable. If you are redeeming from an IRA account, you must include a statement of whether or not you are at least 59 1/2 years old and whether you wish to have federal income tax withheld from your proceeds. The transfer agent may require certain other information before you can redeem from an employer-sponsored retirement plan. Contact your employer for details. By Telephone Call the transfer agent at 1-800-959-4246 or our AIM 24-hour Automated Investor Line at 1-800-246-5463. You will be allowed to redeem by telephone if (1) the proceeds are to be mailed to the address on record (if there has been no change communicated to us within the last 30 days) or transferred electronically to a pre-authorized checking account; (2) you do not hold physical share certificates; (3) you can provide proper identification information; (4) the proceeds of the redemption do not exceed $250,000; and (5) you have not previously declined the telephone redemption privilege. Certain retirement accounts and 403(b) plans, may not be redeemed by telephone. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must receive your call during the hours of the customary trading session of the New York Stock Exchange (NYSE) in order to effect the redemption at that day's closing price. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must receive your call before the last net asset value determination on a business day in order to effect the redemption at that day's closing price. You may, with limited exceptions, redeem from an IRA account by telephone. Redemptions from other types of retirement accounts may be requested in writing. By Internet Place your redemption request at www.aiminvestments.com. You will be allowed to redeem by internet if (1) you do not hold physical share certificates; (2) you can provide proper identification information; (3) the proceeds of the redemption do not exceed $250,000; and (4) you have already provided proper bank information. AIM prototype retirement accounts may not be redeemed on the internet. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must confirm your transaction during the hours of the customary trading session of the NYSE in order to effect the redemption at that day's closing price. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must confirm your transaction before the last net asset value determination on a business day in order to effect the redemption at that day's closing price.
- -------------------------------------------------------------------------------- MCF--02/07 A-10 ------------- THE AIM FUNDS ------------- TIMING AND METHOD OF PAYMENT We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check, you will be required to wait up to ten business days before we will send your redemption proceeds. This delay is necessary to ensure that the purchase check has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted. REDEMPTION BY MAIL If you mail us a request in good order to redeem your shares, we will mail you a check in the amount of the redemption proceeds to the address on record with us. If your request is not in good order, you may have to provide us with additional documentation in order to redeem your shares. REDEMPTION BY TELEPHONE If you redeem by telephone, we will mail you a check in the amount of the redemption proceeds to your address of record (if there has been no change communicated to the transfer agent within the previous 30 days) or transmit them electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine, but we are not liable for telephone instructions that are reasonably believed to be genuine. REDEMPTION BY INTERNET If you redeem by internet, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by internet are genuine, but we are not liable for internet instructions that are reasonably believed to be genuine. PAYMENT FOR SYSTEMATIC REDEMPTIONS You may arrange for regular monthly or quarterly withdrawals from your account of at least $50. You also may make annual withdrawals if you own Class A shares. We will redeem enough shares from your account to cover the amount withdrawn. You must have an account balance of at least $5,000 to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent. EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY) If we receive your redemption order before 11:30 a.m. Eastern Time, we will try to transmit payment of redemption proceeds on that same day. If we receive your redemption order after 11:30 a.m. Eastern Time and before the close of the customary trading session of the NYSE, we generally will transmit payment on the next business day. REDEMPTIONS BY CHECK (CLASS A SHARES OF AIM TAX-EXEMPT CASH FUND, AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND AND INVESTOR CLASS SHARES OF AIM MONEY MARKET FUND, AIM TAX-EXEMPT CASH FUND, PREMIER PORTFOLIO, PREMIER TAX-EXEMPT PORTFOLIO AND PREMIER U.S. GOVERNMENT MONEY PORTFOLIO ONLY) You may redeem shares of these funds by writing checks in amounts of $250 or more if you have completed an authorization form. Redemption by check is not available for retirement accounts. SIGNATURE GUARANTEES We require a signature guarantee when you redeem by mail and (1) the amount is greater than $250,000; (2) you request that payment be made to someone other than the name registered on the account; (3) you request that payment be sent somewhere other than the bank of record on the account; or (4) you request that payment be sent to a new address or an address that changed in the last 30 days. The transfer agent will accept a guarantee of your signature by a number of financial institutions. Call the transfer agent for additional information. Some institutions have transaction amount maximums for these guarantees. Please check with the guarantor institution. REDEMPTIONS IN KIND Although the funds generally intend to pay redemption proceeds solely in cash, the funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). REDEMPTIONS BY THE FUNDS If your account (Class A, Class A3, Class B, Class C and Investor Class shares only) has been open at least one year, you have not made an additional purchase in the account during the past six calendar months, and the value of your account falls below $500 ($250 for Investor Class shares) for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the funds have the right to redeem the account after giving you 60 days' prior written notice. You may avoid having your account redeemed during the notice period by bringing the account value up to $500 ($250 for Investor Class shares) or by utilizing the Automatic Investment Plan. If the fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or the fund is not able to verify your identity as required by law, the fund may, at its discretion, redeem the account and distribute the proceeds to you. EXCHANGING SHARES You may, under certain circumstances, exchange shares in one fund for those of another fund. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. Before requesting an exchange, review the prospectus of the fund you wish to acquire. Exchange privileges also apply to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992. You may be charged a redemption fee on certain redemptions, including exchanges. See "Redeeming Shares -- Redemption Fee." MCF--02/07 A-11 ------------- THE AIM FUNDS ------------- PERMITTED EXCHANGES Except as otherwise stated under "Exchanges Not Permitted," you generally may exchange your shares for shares of the same class of another fund.
- ------------------------------------------------------------------------------------------------------------------------------------ EXCHANGE FROM EXCHANGE TO ALLOWED PROHIBITED - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class A, A3, Investor Class, or AIM Cash Reserve Shares. Exceptions are: - Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - Class A Shares of AIM Limited Maturity Treasury Fund, X AIM Tax-Exempt Cash Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class B, C, P, R or Institutional Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class A3 Class A, A3, Investor Class, or AIM Cash Reserve Shares. Exceptions are: - Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be X exchanged for Class A Shares of those funds. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ Class A3 Class B, C, P, R or Institutional Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class B Class B. X - ------------------------------------------------------------------------------------------------------------------------------------ Class B Class A, A3, C, P, R, AIM Cash Reserve Shares, Institutional or Investor Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class C Class C. X - ------------------------------------------------------------------------------------------------------------------------------------ Class C Class A, A3, B, P, R, AIM Cash Reserve Shares, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class R Class R X - ------------------------------------------------------------------------------------------------------------------------------------ Class R Class A, A3, B, C, P, AIM Cash Reserve Shares, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ AIM Cash Reserve Shares Class A, A3, B, C, R, or Investor Class shares. Exceptions are: - Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - Shares to be exchanged for Class B, C or R shares X must not have been acquired by exchange from Class A shares of any fund. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ AIM Cash Reserve Shares Class P or Institutional Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Class Institutional Class X - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Class Class A, A3, B, C, P, R, AIM Cash Reserve Shares or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Investor Class A, A3, or Investor Class. Exceptions are: - Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares. X - Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - ------------------------------------------------------------------------------------------------------------------------------------ Investor Class Class B, C, P, R, AIM Cash Reserve Shares or Institutional Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class P Class A, A3, or AIM Cash Reserve Shares. Exceptions are: - Class A shares of AIM Limited Maturity Treasury Fund X and AIM Tax-Free Intermediate Fund are currently closed to new investors. - ------------------------------------------------------------------------------------------------------------------------------------ Class P Class B, C, R, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------
MCF--02/07 A-12 ------------- THE AIM FUNDS ------------- You may be required to pay an initial sales charge when exchanging from a fund with a lower initial sales charge than the one into which you are exchanging. If you exchange into shares that are subject to a CDSC, we will begin the holding period for purposes of calculating the CDSC on the date you made your initial purchase. EXCHANGES OF CLASS P SHARES If a shareholder exchanges Class P shares of AIM Summit Fund for Class A shares, A3 shares or AIM Cash Reserve Shares of another fund, that shareholder will only be able to purchase Class P shares of AIM Summit Fund if the investor qualifies to make additional purchases under the limitations set forth above under Choosing a Share Class--Sales Charges--Class P Shares. If the investor does not qualify to make additional purchases of Class P shares, the investor will be able to invest in Class A, B or C shares of AIM Summit Fund, either through exchange or by making additional investments, subject to the limitations and sales charges discussed herein. EXCHANGES NOT SUBJECT TO A SALES CHARGE You will not pay an initial sales charge when exchanging: (1) Class A shares with an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for (a) Class A shares of another fund; (b) AIM Cash Reserve Shares of AIM Money Market Fund; or (c) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund; or (2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for (a) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or (b) Class A shares of another Fund, but only if (i) you acquired the original shares before May 1, 1994; or (ii) you acquired the original shares on or after May 1, 1994 by way of an exchange from shares with higher initial sales charges; or (3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for (a) Class A shares of a fund subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if you acquired the original shares (i) prior to May 1, 1994 by exchange from Class A shares subject to an initial sales charge; (ii) on or after May 1, 1994 by exchange from Class A shares subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or (4) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund for (a) AIM Cash Reserve Shares of AIM Money Market Fund; or (b) Class A shares of AIM Tax-Exempt Cash Fund; or (5) Investor Class shares for Class A or Class A3 shares of any fund which does not offer Investor Class shares; or (6) Class P shares of AIM Summit Fund for (a) Class A shares of another fund; (b) AIM Cash Reserve Shares of AIM Money Market Fund; or (c) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund. You will not pay a CDSC or other sales charge when exchanging: (1) Class A shares for other Class A shares; (2) Class B shares for other Class B shares; (3) Class C shares for other Class C shares; (4) Class R shares for other Class R shares. EXCHANGES NOT PERMITTED For shares purchased prior to November 15, 2001, you may not exchange: (1) Class A shares of Category I or II funds (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund; (2) Class A shares of Category III funds purchased at net asset value for Class A shares of a Category I, II or IV fund; (3) on or after January 15, 2002, AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of Category III AIM Funds that are subject to a CDSC. For shares purchased on or after November 15, 2001, you may not exchange: (1) Class A shares of Category I, II or IV fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund; (2) Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or (3) AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any fund or for Class A shares of any fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I, II or IV fund and exchanged those shares for AIM Cash Reserve Shares of AIM Money Market Fund, you may further exchange the AIM Cash Reserve Shares for Class A shares of a Category I, II or IV fund. EXCHANGE CONDITIONS The following conditions apply to all exchanges: - - Shares of the fund you wish to acquire must be available for sale in your state of residence; - - Exchanges must be made between accounts with identical registration information; MCF--02/07 A-13 ------------- THE AIM FUNDS ------------- - - The account you wish to exchange from must have a certified tax identification number (or the Fund has received an appropriate Form W-8 or W-9); - - Shares must have been held for at least one day prior to the exchange with the exception of dividends that are reinvested; and - - If you have physical share certificates, you must return them to the transfer agent prior to the exchange. TERMS OF EXCHANGE Under unusual market conditions, a fund may delay the purchase of shares being acquired in an exchange for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating funds or the distributor may modify or terminate this privilege at any time. The fund or the distributor will provide you with notice of such modification or termination whenever it is required to do so by applicable law, but may impose changes at any time for emergency purposes. BY MAIL If you wish to make an exchange by mail, you must include original signatures of each registered owner exactly as the shares are registered, the account registration and account number, the dollar amount or number of shares to be exchanged and the names of the funds from which and into which the exchange is to be made. BY TELEPHONE Conditions that apply to exchanges by telephone are the same as redemptions by telephone, including that the transfer agent must receive exchange requests during the hours of the customary trading session of the NYSE; however, you still will be allowed to exchange by telephone even if you have changed your address of record within the preceding 30 days. BY INTERNET You will be allowed to exchange by internet if you do not hold physical share certificates and you provide the proper identification information. EXCHANGING CLASS B, CLASS C AND CLASS R SHARES If you make an exchange involving Class B, Class C shares or Class R shares subject to a CDSC, the amount of time you held the original shares will be credited to the holding period of the Class B, Class C or Class R shares, respectively, into which you exchanged for the purpose of calculating contingent deferred sales charges (CDSC) if you later redeem the exchanged shares. If you redeem Class C shares acquired by exchange via a repurchase offer by the closed-end AIM Floating Rate Fund, prior to April 13, 2006, you will be credited with the time period you held the Class C shares of the closed-end AIM Floating Rate Fund for the purpose of computing the CDSC applicable to those exchanged shares. If you redeem Class C shares of AIM Floating Rate Fund that were acquired on April 13, 2006 when AIM Floating Rate Fund was reorganized as an open-end fund, you will be credited with the time period you held Class C shares of the closed-end AIM Floating Rate Fund, for the purpose of computing the CDSC if you later redeem such shares. PRICING OF SHARES DETERMINATION OF NET ASSET VALUE The price of each fund's shares is the fund's net asset value per share. The funds value portfolio securities for which market quotations are readily available at market value. The funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. Even when market quotations are available, they may be stale or unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where AIM determines that the closing price of the security is unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values. AIM may use indications of fair value from pricing services approved by the Boards of Trustees. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Boards of Trustees. As a means of evaluating its fair value process, AIM routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Boards of Trustees. Specific types of securities are valued as follows: Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities: Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes MCF--02/07 A-14 ------------- THE AIM FUNDS ------------- provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data. Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund. Fixed Income Securities: Government, corporate, asset-backed and municipal bonds, convertible securities, including high yield or junk bonds, and loans, normally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service and independent quoted prices are unreliable, the AIM valuation committee will fair value the security using procedures approved by the Boards of Trustees. Short-term Securities: The funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio value all their securities at amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund and AIM Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities. Futures and Options: Futures and options are valued on the basis of market quotations, if available. Open-end Funds: To the extent a fund invests in other open-end funds, other than open-end funds that are exchange traded, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests. Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing. For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each non-money market fund's portfolio securities transactions are recorded no later than the first business day following the trade date. Transactions in money market fund portfolio securities are normally accounted for on a trade date basis. TIMING OF ORDERS For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, purchase orders that are received and accepted before the close of the customary trading MCF--02/07 A-15 ------------- THE AIM FUNDS ------------- session or any earlier NYSE closing time on a business day generally are processed that day and settled on the next business day. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day, prior to the last net asset value determination on such business day; however, if your order is received and accepted after the close of the customary trading session or any earlier NYSE closing time that day, your order generally will be processed on the next business day and settled on the second business day following the receipt and acceptance of your order. For all funds, you can exchange shares on each business day, prior to the close of the customary trading session or any earlier NYSE closing time that day. Shareholders of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio therefore cannot exchange their shares after the close of the customary trading session or any earlier NYSE closing time on a particular day, even though these funds remain open after such closing time. The funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading. TAXES In general, dividends and distributions you receive are taxable as ordinary income or long-term capital gains for federal income tax purposes, whether you reinvest them in additional shares or take them in cash. Distributions are generally taxable to you at different rates depending on the length of time the fund holds its assets and the type of income that the fund earns. Different tax rates apply to ordinary income, qualified dividend income, and long-term capital gain distributions. Every year, you will be sent information showing the amount of dividends and distributions you received from each fund during the prior year. Any long-term or short-term capital gains realized from redemptions of fund shares will be subject to federal income tax. Exchanges of shares for shares of another fund are treated as a sale, and any gain realized on the transaction will generally be subject to federal income tax. INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING "OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THEIR PROSPECTUS. The foreign, state and local tax consequences of investing in fund shares may differ materially from the federal income tax consequences described above. In addition, the preceding discussion concerning the taxability of fund dividends and distributions and of redemptions and exchanges of fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Internal Revenue Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing. MCF--02/07 A-16 OBTAINING ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- More information may be obtained free of charge upon request. The Statement of Additional Information (SAI), a current version of which is on file with the Securities and Exchange Commission (SEC), contains more details about the fund and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the fund's investments. The fund's annual report also discusses the market conditions and investment strategies that significantly affected the fund's performance during its last fiscal year. The fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q. If you have questions about this fund, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of the fund's current SAI or annual or semiannual reports, please contact us by mail at AIM Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-0739 or BY TELEPHONE: (800) 959-4246 ON THE INTERNET: You can send us a request by e-mail or download prospectuses, SAIs, annual or semiannual reports via our website: http://www.aiminvestments.com
THE FUND'S MOST RECENT PORTFOLIO HOLDINGS, AS FILED ON FORM N-Q, ARE ALSO AVAILABLE AT HTTP://WWW.AIMINVESTMENTS.COM. You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room. - ---------------------------------------- AIM Constellation Fund SEC 1940 Act file number: 811-01424 ---------------------------------------- AIMinvestments.com CST-PRO-1 YOUR GOALS. OUR SOLUTIONS. [AIM INVESTMENTS LOGO APPEARS HERE] --Registered Trademark-- --Registered Trademark-- AIM DIVERSIFIED DIVIDEND FUND PROSPECTUS FEBRUARY 28, 2007 AIM Diversified Dividend Fund's investment objective is growth of capital and, secondarily, current income. - -------------------------------------------------------------------------------- This prospectus contains important information about the Class A, B, C, R and Investor Class shares of the fund. Please read it before investing and keep it for future reference. Investor Class shares offered by this prospectus are offered only to grandfathered investors. Please see the section of the prospectus entitled "Purchasing Shares -- Grandfathered Investors." As with all other mutual fund securities, the Securities and Exchange Commission has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime. An investment in the fund: - - is not FDIC insured; - - may lose value; and - - is not guaranteed by a bank. ----------------------------- AIM DIVERSIFIED DIVIDEND FUND ----------------------------- TABLE OF CONTENTS - -------------------------------------------------------------------------------- INVESTMENT OBJECTIVES AND STRATEGIES 1 - ------------------------------------------------------ PRINCIPAL RISKS OF INVESTING IN THE FUND 1 - ------------------------------------------------------ PERFORMANCE INFORMATION 2 - ------------------------------------------------------ Annual Total Returns 2 Performance Table 3 FEE TABLE AND EXPENSE EXAMPLE 4 - ------------------------------------------------------ Fee Table 4 Expense Example 4 HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION 5 - ------------------------------------------------------ DISCLOSURE OF PORTFOLIO HOLDINGS 6 - ------------------------------------------------------ FUND MANAGEMENT 6 - ------------------------------------------------------ The Advisor 6 Advisor Compensation 6 Portfolio Manager(s) 7 OTHER INFORMATION 7 - ------------------------------------------------------ Sales Charges 7 Dividends and Distributions 7 FINANCIAL HIGHLIGHTS 8 - ------------------------------------------------------ SHAREHOLDER INFORMATION A-1 - ------------------------------------------------------ Choosing a Share Class A-1 Excessive Short-Term Trading Activity Disclosures A-5 Purchasing Shares A-7 Redeeming Shares A-9 Exchanging Shares A-11 Pricing of Shares A-14 Taxes A-16 OBTAINING ADDITIONAL INFORMATION Back Cover - ------------------------------------------------------
The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA, Invest with DISCIPLINE, The AIM College Savings Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions. are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM Private Asset Management, AIM Private Asset Management and Design, AIM Stylized and/or Design, AIM Alternative Assets and Design and myaim.com are service marks of A I M Management Group Inc. AIM Trimark is a registered service mark of A I M Management Group Inc. and AIM Funds Management Inc. No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and you should not rely on such other information or representations. ----------------------------- AIM DIVERSIFIED DIVIDEND FUND ----------------------------- INVESTMENT OBJECTIVES AND STRATEGIES - -------------------------------------------------------------------------------- The fund's primary investment objective is growth of capital, and, secondarily current income. The investment objectives of the fund may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet these objectives by investing, normally, at least 80% of its assets in dividend-paying equity securities. In complying with this 80% investment requirement, the fund will invest primarily in marketable equity securities, including convertible securities, but its investments may include other securities, such as synthetic instruments. Synthetic instruments are investments that have economic characteristics similar to the fund's direct investments, and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. The fund may invest up to 20% of assets in master limited partnerships or in investment-grade debt securities of U.S. issuers. The fund may also invest up to 25% of its total assets in foreign securities. For cash management purposes, the fund may also hold a portion of its assets in cash or cash equivalents, including shares of affiliated money market funds. Any percentage limitations with respect to assets of the fund are applied at the time of purchase. In selecting investments, the portfolio manager seeks to identify dividend-paying companies with strong profitability, solid balance sheets and capital allocation policies that support sustained or increasing dividends and share repurchases. Through fundamental research, financial statement analysis and application of several valuation techniques, the management estimates a target price for each stock over a 2-3 year investment horizon. The portfolio management team then constructs a portfolio they believe provides the best combination of price appreciation potential, dividend income and risk profile. The portfolio manager considers whether to sell a particular security when any of these factors materially changes. In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the fund may temporarily hold all or a portion of its assets in cash, cash equivalents, or high-quality debt instruments. As a result, the fund may not achieve its investment objectives. PRINCIPAL RISKS OF INVESTING IN THE FUND - -------------------------------------------------------------------------------- There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will go up and down with the prices of the securities in which the fund invests. The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. Debt securities are particularly vulnerable to credit risk and interest rate fluctuations. When interest rates rise, bond prices fall; the longer a bond's duration, the more sensitive it is to the risk. The values of the convertible securities in which the fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of convertible securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and at a price that is unfavorable to the fund. Foreign securities have additional risks, including exchange rate changes, political and economic upheaval, the relative lack of information about these companies, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards. An investment in the fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. 1 ----------------------------- AIM DIVERSIFIED DIVIDEND FUND ----------------------------- PERFORMANCE INFORMATION - -------------------------------------------------------------------------------- The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance. ANNUAL TOTAL RETURNS - -------------------------------------------------------------------------------- The following bar chart shows changes in the performance of the fund's Class A shares from year to year. The bar chart does not reflect sales loads. If it did, the annual total returns shown would be lower. (PERFORMANCE GRAPH)
ANNUAL YEARS ENDED TOTAL DECEMBER 31 RETURNS - ----------- ------- 2002................................................................... -12.90% 2003................................................................... 26.90% 2004................................................................... 13.84% 2005................................................................... 5.23% 2006................................................................... 16.41%
During the periods shown in the bar chart, the highest quarterly return was 14.18% (quarter ended June 30, 2003) and the lowest quarterly return was -14.15% (quarter ended September 30, 2002). 2 ----------------------------- AIM DIVERSIFIED DIVIDEND FUND ----------------------------- PERFORMANCE TABLE The following performance table compares the fund's performance to that of a broad-based securities market index, a style specific index and a peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payment of fees, expenses or taxes. The fund is not managed to track the performance of any particular index, including the indices shown below, and consequently, the performance of the fund may deviate significantly from the performance of the indices shown below.
AVERAGE ANNUAL TOTAL RETURNS - --------------------------------------------------------------------------------------------------- (for the periods ended December 31, SINCE INCEPTION 2006) 1 YEAR 5 YEARS INCEPTION(1) DATE - -------------------------------------------------------------------------------- Class A 12/31/01 Return Before Taxes 10.03% 7.82% 7.82% Return After Taxes on Distributions 9.11 7.38 7.38 Return After Taxes on Distributions and Sale of Fund Shares 7.71 6.69 6.69 Class B 12/31/01 Return Before Taxes 10.63 8.19 8.19 Class C 12/31/01 Return Before Taxes 14.64 8.32 8.32 Class R(2) 12/31/01(2) Return Before Taxes 16.21 8.87 8.87 Investor Class(3) Return Before Taxes 16.54 9.07 9.07 12/31/01(3) - -------------------------------------------------------------------------------- S&P 500--registered trademark-- Index(4) 15.78 6.19 6.19 12/31/01(7) Russell 1000--Registered Trademark-- Index(4,5) 15.46 6.82 6.82 12/31/01(7) Lipper Large-Cap Core Funds Index(4,6) 13.39 5.00 5.00 12/31/01(7) - --------------------------------------------------------------------------------
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for Class B, C, R and Investor Class shares will vary. (1) Since Inception performance is only provided for a class with less than ten calendar years of performance. (2) The return shown for the one year period is the historical performance of the fund's Class R shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Class R shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Class R shares is October 25, 2005. (3) The return shown for the one year period is the historical performance of the fund's Investor Class shares. The returns shown for the other periods are blended returns of the historical performance of the fund's Investor Class shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Investor Class shares) at net asset value, which restated performance will reflect the higher Rule 12b-1 fees applicable to Class A shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Investor Class shares is July 15, 2005. (4) The S&P 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has also included the Russell 1000 Index, which the fund believes more closely reflects the performance of the types of securities in which the fund invests. In addition, the Lipper Large-Cap Core Funds Index (which may or may not include the fund) is included for comparison to a peer group. (5) The Russell 1000--Registered Trademark-- Index measures the performance of the 1,000 largest companies domiciled in the United States. (6) The Lipper Large-Cap Core Funds Index is an equally weighted representation of the 30 largest funds in the Lipper Large-Cap Core category. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Large-Cap Core funds have more latitude in the companies in which they invest. These funds typically have an average price-to-earnings ratio, price-to-book ratio, and three year sales-per-share growth value, compared to the S&P 500 Index. (7) The average annual total return given is since the month-end closest to the inception date of the class with the longest performance history. 3 ----------------------------- AIM DIVERSIFIED DIVIDEND FUND ----------------------------- FEE TABLE AND EXPENSE EXAMPLE - -------------------------------------------------------------------------------- FEE TABLE This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
SHAREHOLDER FEES - ------------------------------------------------------------------------------------------------------- (fees paid directly INVESTOR from your investment) CLASS A CLASS B CLASS C CLASS R CLASS - ------------------------------------------------------------------------------------------------------- Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% None None None None Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) None(1) 5.00% 1.00% None(1) None - -------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(2) - ------------------------------------------------------------------------------------------------------- (expenses that are deducted INVESTOR from fund assets) CLASS A CLASS B CLASS C CLASS R CLASS - ------------------------------------------------------------------------------------------------------- Management Fees 0.53% 0.53% 0.53% 0.53% 0.53% Distribution and/or Service (12b-1) Fees 0.25 1.00 1.00 0.50 0.12 Other Expenses(3) 0.26 0.26 0.26 0.26 0.26 Total Annual Fund Operating Expenses(4,5) 1.04 1.79 1.79 1.29 0.91 - -------------------------------------------------------------------------------------------------------
(1) A contingent deferred sales charge may apply in some cases. See "Shareholder Information--Choosing a Share Class--Sales Charges." (2) There is no guarantee that actual expenses will be the same as those shown in the table. (3) Includes acquired fund fees and expenses, which are less than 0.01%. Acquired fund fees and expenses are not fees or expenses incurred by the fund directly, but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. As a result, the Net Annual Fund Operating Expenses listed above may exceed the expense limit numbers reflected below in footnotes 4 and 5. The impact of the acquired fund fees and expenses are included in the total returns of the fund. (4) The fund's investment advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R and Investor Class shares to 1.40%, 2.15%, 2.15%, 1.65% and 1.40% of average daily net assets, respectively. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and (vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently the expense offset arrangements from which the fund may benefit are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. In addition, the Fund will also benefit from a one time credit to be used to offset future custodian expenses. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2007. (5) The fund's investment advisor has voluntarily agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed above in footnote 4) of Class A, Class B, Class C, Class R and Investor Class shares to 1.00%, 1.65%, 1.65%, 1.25% and 1.00% of average daily net assets, respectively. Net Annual Fund Operating Expenses, including acquired fund fees and expenses, for Class A, Class B, Class C, Class R and Investor Class shares, net of the above agreements are 1.01%, 1.66%, 1.66%, 1.26% and 0.88%, of average daily net assets, respectively. Voluntary fee waivers or reimbursements may be modified or discontinued at any time upon consultation with the Board of Trustees without further notice to investors. If a financial institution is managing your account, you may also be charged a transaction or other fee by such financial institution. As a result of 12b-1 fees, long-term shareholders in the fund may pay more than the maximum permitted initial sales charge. EXPENSE EXAMPLE This example is intended to help you compare the costs of investing in different classes of the fund with the cost of investing in other mutual funds. The example assumes that you: (i) invest $10,000 in the fund for the time periods indicated; (ii) redeem all of your shares at the end of the periods indicated; (iii) earn a 5% return on your investment before operating expenses each year; (iv) incur the same amount in operating expenses each year (after taking into account the effect of any contractual fee waivers and/or expense reimbursements; and, in the event you hold Class B shares, any applicable reduction in Annual Fund Operating Expenses due to a conversion of your shares to Class A); and (v) incur the applicable initial sales charges (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge). To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your cost would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- Class A $650 $863 $1,092 $1,751 Class B 682 863 1,170 1,908(1) Class C 282 563 970 2,105 Class R 131 409 708 1,556 Investor Class 93 290 504 1,120 - --------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- Class A $650 $863 $1,092 $1,751 Class B 182 563 970 1,908(1) Class C 182 563 970 2,105 Class R 131 409 708 1,556 Investor Class 93 290 504 1,120 - --------------------------------------------------------------------------------
(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on. 4 ----------------------------- AIM DIVERSIFIED DIVIDEND FUND ----------------------------- HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION - -------------------------------------------------------------------------------- The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following: - You invest $10,000 in the fund and hold it for the entire 10 year period; - Your investment has a 5% return before expenses each year; - The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed; - Hypotheticals both with and without any applicable initial sales charge applied (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and - There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.
CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - -------------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.04% 1.04% 1.04% 1.04% 1.04% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses (1.76%) 2.13% 6.18% 10.38% 14.75% End of Year Balance $9,824.22 $10,213.26 $10,617.70 $11,038.17 $11,475.28 Estimated Annual Expenses $ 650.23 $ 104.19 $ 108.32 $ 112.61 $ 117.07 - -------------------------------------------------------------------------------------------------- CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.04% 1.04% 1.04% 1.04% 1.04% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 19.30% 24.02% 28.93% 34.04% 39.35% End of Year Balance $11,929.70 $12,402.11 $12,893.24 $13,403.81 $13,934.60 Estimated Annual Expenses $ 121.71 $ 126.53 $ 131.54 $ 136.74 $ 142.16 - --------------------------------------------------------------------------------------------------
CLASS A WITHOUT FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.04% 1.04% 1.04% 1.04% 1.04% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.96% 8.08% 12.36% 16.81% 21.43% End of Year Balance $10,396.00 $10,807.68 $11,235.67 $11,680.60 $12,143.15 Estimated Annual Expenses $ 106.06 $ 110.26 $ 114.63 $ 119.16 $ 123.88 - ----------------------------------------------------------------------------------------------- CLASS A WITHOUT FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.04% 1.04% 1.04% 1.04% 1.04% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 26.24% 31.24% 36.44% 41.84% 47.46% End of Year Balance $12,624.02 $13,123.93 $13,643.64 $14,183.93 $14,745.61 Estimated Annual Expenses $ 128.79 $ 133.89 $ 139.19 $ 144.70 $ 150.43 - -----------------------------------------------------------------------------------------------
CLASS B(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ---------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.79% 1.79% 1.79% 1.79% 1.79% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.21% 6.52% 9.94% 13.47% 17.11% End of Year Balance $10,321.00 $10,652.30 $10,994.24 $11,347.16 $11,711.40 Estimated Annual Expenses $ 181.87 $ 187.71 $ 193.74 $ 199.96 $ 206.37 - ---------------------------------------------------------------------------------------------- CLASS B(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ---------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.79% 1.79% 1.79% 1.04% 1.04% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 20.87% 24.75% 28.76% 33.86% 39.16% End of Year Balance $12,087.34 $12,475.34 $12,875.80 $13,385.68 $13,915.75 Estimated Annual Expenses $ 213.00 $ 219.84 $ 226.89 $ 136.56 $ 141.97 - ----------------------------------------------------------------------------------------------
CLASS C(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ---------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.79% 1.79% 1.79% 1.79% 1.79% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.21% 6.52% 9.94% 13.47% 17.11% End of Year Balance $10,321.00 $10,652.30 $10,994.24 $11,347.16 $11,711.40 Estimated Annual Expenses $ 181.87 $ 187.71 $ 193.74 $ 199.96 $ 206.37 - ---------------------------------------------------------------------------------------------- CLASS C(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ---------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.79% 1.79% 1.79% 1.79% 1.79% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 20.87% 24.75% 28.76% 32.89% 37.16% End of Year Balance $12,087.34 $12,475.34 $12,875.80 $13,289.11 $13,715.69 Estimated Annual Expenses $ 213.00 $ 219.84 $ 226.89 $ 234.18 $ 241.69 - ----------------------------------------------------------------------------------------------
CLASS R YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ---------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.29% 1.29% 1.29% 1.29% 1.29% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.71% 7.56% 11.55% 15.69% 19.98% End of Year Balance $10,371.00 $10,755.76 $11,154.80 $11,568.65 $11,997.84 Estimated Annual Expenses $ 131.39 $ 136.27 $ 141.32 $ 146.57 $ 152.00 - ---------------------------------------------------------------------------------------------- CLASS R YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ---------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.29% 1.29% 1.29% 1.29% 1.29% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 24.43% 29.05% 33.83% 38.80% 43.95% End of Year Balance $12,442.96 $12,904.60 $13,383.36 $13,879.88 $14,394.82 Estimated Annual Expenses $ 157.64 $ 163.49 $ 169.56 $ 175.85 $ 182.37 - ----------------------------------------------------------------------------------------------
INVESTOR CLASS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ---------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 0.91% 0.91% 0.91% 0.91% 0.91% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 4.09% 8.35% 12.78% 17.39% 22.19% End of Year Balance $10,409.00 $10,834.73 $11,277.87 $11,739.13 $12,219.26 Estimated Annual Expenses $ 92.86 $ 96.66 $ 100.61 $ 104.73 $ 109.01 - ---------------------------------------------------------------------------------------------- INVESTOR CLASS YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ---------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 0.91% 0.91% 0.91% 0.91% 0.91% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 27.19% 32.39% 37.81% 43.44% 49.31% End of Year Balance $12,719.03 $13,239.24 $13,780.73 $14,344.36 $14,931.04 Estimated Annual Expenses $ 113.47 $ 118.11 $ 122.94 $ 127.97 $ 133.20 - ----------------------------------------------------------------------------------------------
(1) Your actual expenses may be higher or lower than those shown. (2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C have not been deducted. 5 ----------------------------- AIM DIVERSIFIED DIVIDEND FUND ----------------------------- DISCLOSURE OF PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The fund's portfolio holdings are disclosed on a regular basis in its semi-annual and annual reports to shareholders, and on Form N-Q, which is filed with the Securities and Exchange Commission (SEC) within 60 days of the fund's first and third fiscal quarter-ends. In addition, portfolio holdings information for the fund is available at http://www.aiminvestments.com. To reach this information, access the fund's overview page on the website. Links to the following fund information are located in the upper right side of this website page:
- --------------------------------------------------------------------------------------------------------------------------------- APPROXIMATE DATE OF INFORMATION REMAINS INFORMATION WEBSITE POSTING POSTED ON WEBSITE - --------------------------------------------------------------------------------------------------------------------------------- Top ten holdings as of month-end 15 days after month-end Until posting of the following month's top ten holdings - --------------------------------------------------------------------------------------------------------------------------------- Complete portfolio holdings as of 30 days after calendar quarter-end For one year calendar quarter-end - ---------------------------------------------------------------------------------------------------------------------------------
A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio holdings is available in the fund's Statement of Additional Information, which is available at http://www.aiminvestments.com. FUND MANAGEMENT - -------------------------------------------------------------------------------- THE ADVISOR A I M Advisors, Inc. (the advisor or AIM) serves as the fund's investment advisor and is responsible for its day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises all aspects of the fund's operations and provides investment advisory services to the fund, including obtaining and evaluating economic, statistical and financial information to formulate and implement investment programs for the fund. The advisor has acted as an investment advisor since its organization in 1976. Today, the advisor, together with its subsidiaries, advises or manages over 200 investment portfolios, including the fund, encompassing a broad range of investment objectives. On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlements. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC. Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM funds, IFG, AIM, ADI and/or related entities and individuals in the future. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the fund's Statement of Additional Information. As a result of the matters discussed above, investors in the AIM funds might react by redeeming their investments. This might require the funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the funds. ADVISOR COMPENSATION During the fiscal year ended October 31, 2006, the advisor received compensation of 0.49% of average daily net assets, after fee waivers. A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended October 31, 2006. 6 ----------------------------- AIM DIVERSIFIED DIVIDEND FUND ----------------------------- PORTFOLIO MANAGER(S) Meggan M. Walsh, Senior Portfolio Manager, is primarily responsible for the day-to-day management of the fund's portfolio. She has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 1991. She is assisted by the advisor's Diversified Dividend Team, which is comprised of portfolio managers and research analysts. Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the team may change from time to time. More information on these portfolio manager(s) and the team, including biographies of members of the team, may be found on the advisor's website (http://www.aiminvestments.com). The website is not part of this prospectus. The fund's Statement of Additional Information provides additional information about the portfolio manager's investments in the fund, a description of her compensation structure, and information regarding other accounts she manages. OTHER INFORMATION - -------------------------------------------------------------------------------- SALES CHARGES Purchases of Class A shares of AIM Diversified Dividend Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to the contingent deferred sales charge listed in that section. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges listed in that section. Certain purchases of Class R shares may be subject to the contingent deferred sales charge listed in that section. DIVIDENDS AND DISTRIBUTIONS The fund expects that its distributions, if any, will consist of both capital gains and ordinary income. DIVIDENDS The fund generally declares and pays dividends, if any, quarterly. CAPITAL GAINS DISTRIBUTIONS The fund generally distributes long-term and short-term capital gains, if any, annually. 7 ----------------------------- AIM DIVERSIFIED DIVIDEND FUND ----------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended 2006 and 2005 has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request. Information prior to fiscal year 2005 was audited by other public accountants.
CLASS A ------------------------------------------------------------------------- DECEMBER 31, 2001 (DATE OPERATIONS YEAR ENDED OCTOBER 31, COMMENCED) TO ---------------------------------------------------- OCTOBER 31, 2006 2005 2004 2003 2002 -------- -------- ------- ------- ----------------- Net asset value, beginning of period $ 12.11 $ 11.48 $ 10.26 $ 8.70 $ 10.00 - --------------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) 0.19(a) 0.17(b) 0.14 0.06(a) (0.03)(a) - --------------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.92 0.85 1.23 1.54 (1.27) ================================================================================================================================= Total from investment operations 2.11 1.02 1.37 1.60 (1.30) ================================================================================================================================= Less distributions: Dividends from net investment income (0.18) (0.18) (0.15) (0.04) -- - --------------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gains (0.16) (0.21) -- -- -- ================================================================================================================================= Total distributions (0.34) (0.39) (0.15) (0.04) -- ================================================================================================================================= Net asset value, end of period $ 13.88 $ 12.11 $ 11.48 $ 10.26 $ 8.70 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Total return(c) 17.66% 8.92% 13.36% 18.39% (13.00)% _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $262,276 $212,029 $63,513 $22,375 $ 7,834 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.00%(d) 1.00% 1.00% 1.51% 1.75%(e) - --------------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.03%(d) 1.15% 1.70% 2.12% 4.26%(e) ================================================================================================================================= Ratio of net investment income (loss) to average net assets 1.43%(d) 1.27%(b) 1.27% 0.65% (0.34)%(e) _________________________________________________________________________________________________________________________________ ================================================================================================================================= Portfolio turnover rate(f) 9% 22% 30% 72% 42% _________________________________________________________________________________________________________________________________ =================================================================================================================================
(a) Calculated using average shares outstanding. (b) Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income per share, excluding the special dividend, remained the same and the ratio of net investment income to average net assets, excluding the special dividend was 1.24%. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year. (d) Ratios are based on average daily net assets of $229,192,909. (e) Annualized. (f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. 8 ----------------------------- AIM DIVERSIFIED DIVIDEND FUND ----------------------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS B ----------------------------------------------------------------------- DECEMBER 31, 2001 (DATE OPERATIONS YEAR ENDED OCTOBER 31, COMMENCED) TO -------------------------------------------------- OCTOBER 31, 2006 2005 2004 2003 2002 ------- ------- ------- ------- ----------------- Net asset value, beginning of period $ 12.01 $ 11.38 $ 10.17 $ 8.65 $ 10.00 - --------------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) 0.10(a) 0.09(b) 0.07 0.00(a) (0.08)(a) - --------------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.90 0.85 1.21 1.53 (1.27) ================================================================================================================================= Total from investment operations 2.00 0.94 1.28 1.53 (1.35) ================================================================================================================================= Less distributions: Dividends from net investment income (0.09) (0.10) (0.07) (0.01) -- - --------------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gains (0.16) (0.21) -- -- -- ================================================================================================================================= Total distributions (0.25) (0.31) (0.07) (0.01) -- ================================================================================================================================= Net asset value, end of period $ 13.76 $ 12.01 $ 11.38 $ 10.17 $ 8.65 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Total return(c) 16.87% 8.28% 12.63% 17.67% (13.50)% _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $98,901 $92,394 $45,700 $21,582 $ 7,100 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.65%(d) 1.65% 1.65% 2.16% 2.40%(e) - --------------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.78%(d) 1.85% 2.35% 2.77% 4.91%(e) ================================================================================================================================= Ratio of net investment income (loss) to average net assets 0.78%(d) 0.62%(b) 0.62% 0.00% (0.99)%(e) _________________________________________________________________________________________________________________________________ ================================================================================================================================= Portfolio turnover rate(f) 9% 22% 30% 72% 42% _________________________________________________________________________________________________________________________________ =================================================================================================================================
(a) Calculated using average shares outstanding. (b) Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income per share, excluding the special dividend, remained the same and the ratio of net investment income to average net assets, excluding the special dividend was 0.59%. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year. (d) Ratios are based on average daily net assets of $94,437,993. (e) Annualized. (f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. 9 ----------------------------- AIM DIVERSIFIED DIVIDEND FUND ----------------------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS C ---------------------------------------------------------------------- DECEMBER 31, 2001 (DATE OPERATIONS YEAR ENDED OCTOBER 31, COMMENCED) TO ------------------------------------------------- OCTOBER 31, 2006 2005 2004 2003 2002 ------- ------- ------- ------ ----------------- Net asset value, beginning of period $ 11.99 $ 11.37 $ 10.16 $ 8.65 $ 10.00 - --------------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) 0.10(a) 0.09(b) 0.07 0.00(a) (0.08)(a) - --------------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.90 0.84 1.21 1.52 (1.27) ================================================================================================================================= Total from investment operations 2.00 0.93 1.28 1.52 (1.35) ================================================================================================================================= Less distributions: Dividends from net investment income (0.09) (0.10) (0.07) (0.01) -- - --------------------------------------------------------------------------------------------------------------------------------- Distributions from net realized gains (0.16) (0.21) -- -- -- ================================================================================================================================= Total distributions (0.25) (0.31) (0.07) (0.01) -- ================================================================================================================================= Net asset value, end of period $ 13.74 $ 11.99 $ 11.37 $10.16 $ 8.65 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Total return(c) 16.90% 8.20% 12.64% 17.55% (13.50)% _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $56,354 $45,513 $15,316 $5,848 $ 1,116 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.65%(d) 1.65% 1.65% 2.16% 2.40%(e) - --------------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.78%(d) 1.85% 2.35% 2.77% 4.91%(e) ================================================================================================================================= Ratio of net investment income (loss) to average net assets 0.78%(d) 0.62%(b) 0.62% 0.00% (0.99)%(e) _________________________________________________________________________________________________________________________________ ================================================================================================================================= Portfolio turnover rate(f) 9% 22% 30% 72% 42% _________________________________________________________________________________________________________________________________ =================================================================================================================================
(a) Calculated using average shares outstanding. (b) Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income per share, excluding the special dividend, remained the same and the ratio of net investment income to average net assets, excluding the special dividend was 0.59%. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year. (d) Ratios are based on average daily net assets of $46,647,993. (e) Annualized. (f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. 10 ----------------------------- AIM DIVERSIFIED DIVIDEND FUND ----------------------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS R ---------------------------------- OCTOBER 25, 2005 (DATE SALES YEAR ENDED COMMENCED) TO OCTOBER 31, OCTOBER 31, 2006 2005 ----------- ---------------- Net asset value, beginning of period $12.11 $11.99 - ------------------------------------------------------------------------------------------------ Income from investment operations: Net investment income 0.16(a) 0.00 - ------------------------------------------------------------------------------------------------ Net gains on securities (both realized and unrealized) 1.92 0.12 ================================================================================================ Total from investment operations 2.08 0.12 ================================================================================================ Less distributions: Dividends from net investment income (0.15) -- - ------------------------------------------------------------------------------------------------ Distributions from net realized gains (0.16) -- ================================================================================================ Total distributions (0.31) -- ================================================================================================ Net asset value, end of period $13.88 $12.11 ________________________________________________________________________________________________ ================================================================================================ Total return(b) 17.38% 1.00% ================================================================================================ Ratios/supplemental data: Net assets, end of period (000s omitted) $ 430 $ 10 ================================================================================================ Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.25%(c) 1.25%(d) - ------------------------------------------------------------------------------------------------ Without fee waivers and/or expense reimbursements 1.28%(c) 1.39%(d) ================================================================================================ Ratio of net investment income to average net assets 1.18%(c) 1.03%(d) ________________________________________________________________________________________________ ================================================================================================ Portfolio turnover rate(e) 9% 22% ________________________________________________________________________________________________ ================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (c) Ratios are based on average daily net assets of $151,264. (d) Annualized. (e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
INVESTOR CLASS ------------------------------- JULY 15, 2005 (DATE SALES YEAR ENDED COMMENCED) TO OCTOBER 31, OCTOBER 31, 2006 2005 ----------- ------------- Net asset value, beginning of period $ 12.11 $ 12.36 - --------------------------------------------------------------------------------------------- Income from investment operations: Net investment income(a) 0.20(a) 0.05 - --------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.92 (0.26) ============================================================================================= Total from investment operations 2.12 (0.21) ============================================================================================= Less distributions: Dividends from net investment income (0.19) (0.04) - --------------------------------------------------------------------------------------------- Distributions from net realized gains (0.16) -- ============================================================================================= Total distributions (0.35) (0.04) ============================================================================================= Net asset value, end of period $ 13.88 $ 12.11 _____________________________________________________________________________________________ ============================================================================================= Total return(b) 17.77% (1.68)% _____________________________________________________________________________________________ ============================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $1,522,235 $1,546,221 _____________________________________________________________________________________________ ============================================================================================= Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 0.87%(c) 0.97%(d) - --------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 0.90%(c) 1.09%(d) ============================================================================================= Ratio of net investment income to average net assets 1.56%(c) 1.30%(d) _____________________________________________________________________________________________ ============================================================================================= Portfolio turnover rate(e) 9% 22% _____________________________________________________________________________________________ =============================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (c) Ratios are based on average daily net assets of $1,516,037,078. (d) Annualized. (e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. 11 ------------- THE AIM FUNDS ------------- SHAREHOLDER INFORMATION - -------------------------------------------------------------------------------- In addition to the fund, AIM serves as investment advisor to many other retail mutual funds (the funds). The following information is about the retail classes of the funds. CHOOSING A SHARE CLASS All of the funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment relative to a less expensive class. In deciding which class of shares to purchase, you should consider, among other things, (i) the length of time you expect to hold your shares, (ii) the provisions of the distribution plan, if any, applicable to the class (iii) the eligibility requirements that apply to purchases of a particular class, and (iv) any services you may receive in making your investment determination. In addition, you should consider the other factors described below. Please contact your financial advisor to assist you in making your decision.
CLASS A(1) CLASS A3 CLASS B(4) CLASS C CLASS R INVESTOR CLASS - --------------------------------------------------------------------------------------------------------------- - - Initial sales - No initial - No initial sales - No initial - No initial - No initial charge sales charge charge sales charge sales charge sales charge - - Reduced or waived - No contingent - Contingent - Contingent - Generally, no - No contingent initial sales deferred sales deferred sales deferred sales contingent deferred sales charge for charge charge on charge on deferred sales charge certain redemptions redemptions charge(2) purchases(2) within six years within one year(7) - - Lower - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of distribution and 0.25% 1.00% 1.00%(8) 0.50% 0.25%(3) service (12b-1) fee than Class B, Class C or Class R shares (See "Fee Table and Expense Example")(3) - Does not - Converts to - Does not - Does not - Does not convert to Class A shares convert to convert to convert to Class A shares on or about the Class A shares Class A shares Class A shares end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of its reinvested dividends and distributions(5) - - Generally more - Available only - Purchase orders - Generally more - Generally, - Closed to new appropriate for for a limited limited to appropriate only available investors, long-term number of amount less than for short-term to employee except as investors funds $100,000(6) investors benefit described in - Purchase plans(10) the orders limited "Purchasing to amount less Shares -- Grandfathered than Investors" $1,000,000(9) section of your prospectus - ---------------------------------------------------------------------------------------------------------------
Certain funds also offer Institutional Class shares to certain eligible institutional investors; consult the fund's Statement of Additional Information for the Institutional Class shares for details. AIM Summit Fund also offers Class P shares which are not offered to members of the general public. (1) As of the close of business on October 30, 2002, Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund were closed to new investors. (2) A contingent deferred sales charge may apply in some cases. (3) Class A shares of AIM Tax-Free Intermediate Fund and Investor Class shares of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do not have a 12b-1 fee. (4) Class B shares are not available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code. These plans include 401(k) plans (including AIM Solo 401(k) plans), money purchase pension plans and profit sharing plans. Plans that have existing accounts invested in Class B shares will continue to be allowed to make additional purchases. (5) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares. (6) Any purchase order for Class B shares in an amount equal to or in excess of $100,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation. (7) A contingent deferred sales charge (CDSC) does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you exchange Class C shares of another fund that are subject to a CDSC into AIM LIBOR Alpha Fund or AIM Short Term Bond Fund. (8) Class C shares of AIM Floating Rate Fund have a Rule 12b-1 fee of 0.75%. (9) Any purchase order for Class C shares in an amount equal to or in excess of $1,000,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation. (10) Generally, Class R shares are only available to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, 457 of the Internal Revenue Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Internal Revenue Code, respectively; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Internal Revenue Code. Retirement plans maintained pursuant to Section 401 generally include 401(k) plans, profit sharing plans, money purchase pension plans, and defined benefit plans. Retirement plans maintained pursuant to Section 403 must be established and maintained by non-profit organizations operating pursuant to Section 501(c)(3) of the Internal Revenue Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs. - -------------------------------------------------------------------------------- MCF--02/07 A-1 ------------- THE AIM FUNDS ------------- DISTRIBUTION AND SERVICE (12b-1) FEES Each fund (except AIM Tax-Free Intermediate Fund with respect to its Class A shares and AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio with respect to their Investor Class shares) has adopted 12b-1 plans that allow the fund to pay distribution fees to A I M Distributors, Inc. (ADI) for the sale and distribution of its shares and fees for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. SALES CHARGES Sales charges on the funds and classes of those funds are detailed below. In addition, information on sales charges is also available, free of charge, on the fund's website, www.aiminvestments.com under the tab "My Account", Service Center, as well as in the fund's Statement of Additional Information, which is also available free of charge. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge. INITIAL SALES CHARGES The funds are grouped into four categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular fund is classified. CATEGORY I INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 25,000 5.50% 5.82% $ 25,000 but less than $ 50,000 5.25 5.54 $ 50,000 but less than $ 100,000 4.75 4.99 $100,000 but less than $ 250,000 3.75 3.90 $250,000 but less than $ 500,000 3.00 3.09 $500,000 but less than $1,000,000 2.00 2.04 - -------------------------------------------------------------------------------
CATEGORY II INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 50,000 4.75% 4.99% $ 50,000 but less than $ 100,000 4.00 4.17 $100,000 but less than $ 250,000 3.75 3.90 $250,000 but less than $ 500,000 2.50 2.56 $500,000 but less than $1,000,000 2.00 2.04 - -------------------------------------------------------------------------------
CATEGORY III INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 100,000 1.00% 1.01% $100,000 but less than $ 250,000 0.75 0.76 $250,000 but less than $1,000,000 0.50 0.50 - -------------------------------------------------------------------------------
CATEGORY IV INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 100,000 2.50% 2.56% $100,000 but less than $ 250,000 2.00 2.04 $250,000 but less than $ 500,000 1.50 1.52 $500,000 but less than $1,000,000 1.25 1.27 - -------------------------------------------------------------------------------
SHARES SOLD WITHOUT A SALES CHARGE You will not pay: - - an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund or AIM Cash Reserve Shares of AIM Money Market Fund; - - an initial sales charge or a contingent deferred sales charge (CDSC) on Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund; - - an initial sales charge or a CDSC on Investor Class shares of any fund; or - - an initial sales charge on purchase of Class P shares of AIM Summit Fund. PURCHASE OF CLASS A SHARES AT NET ASSET VALUE Certain categories of persons are permitted to purchase Class A shares of the funds without paying an initial sales charge because their transactions involve little expense, such as persons who have a relationship with the funds or with AIM and certain programs for purchase. Accordingly, the following purchasers will not pay initial sales charges on purchases of Class A shares: - - A I M Management Group Inc., and its affiliates, or their clients; - - Any current or retired officer, director, trustee or employee (and members of their Immediate Family) of A I M Management Group Inc., its affiliates or The AIM Family of Funds, and any foundation, trust, employee benefit plan or deferred compensation plan established exclusively for the benefit of, or by, such persons; - - Sales representatives and employees (and members of their Immediate Family) of selling group members of financial institutions that have arrangements with such selling group members; MCF--02/07 A-2 ------------- THE AIM FUNDS ------------- - - Purchases through approved fee-based programs; - - Employer-sponsored retirement plans that are Qualified Purchasers, provided that: a. a plan's assets are at least $1 million; b. there are at least 100 employees eligible to participate in the plan; or c. all plan transactions are executed through a single omnibus account per AIM fund and the financial institution or service organization has entered into the appropriate agreement with the distributor; further provided that retirement plans maintained pursuant to Section 403(b) of the Internal Revenue Code of 1986, as amended, (the Code) are not eligible to purchase shares at net asset value based on the aggregate investment made by the plan or the number of eligible employees unless the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code; - - Shareholders of Investor Class shares of an AIM fund; - - Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code; - - Insurance company separate accounts; - - Transfers to IRAs that are attributable to AIM fund investments held in 403(b)(7)s, SIMPLEs, SEPs, SARSEPs, Traditional or Roth IRAs; and - - Rollovers from AIM-held 403(b)(7)s, 401(K)s, SEPs, SIMPLEs, SARSEPs, Money Purchase Plans, and Profit Sharing Plans if the assets are transferred to an AIM IRA. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, or a description of any defined term used above, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds at net asset value. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%. If you currently own Class A shares of a Category I, II or IV fund and make additional purchases at net asset value that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC. Some retirement plans can purchase Class A shares at their net asset value per share. If ADI paid a concession to the dealer of record in connection with a Large Purchase of Class A shares by a retirement plan, the Class A shares may be subject to a 1% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the plan's initial purchase. You may be charged a CDSC when you redeem AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC. ADI may pay a dealer concession and/or a service fee for Large Purchases and purchases by certain retirement plans. CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT-TERM BOND FUND You can purchase Class B and Class C shares at their net asset value per share. However, when you redeem them, they are subject to a CDSC in the following percentages:
YEAR SINCE PURCHASE MADE CLASS B CLASS C - -------------------------------------------------------------------------------- First 5% 1% Second 4 None Third 3 None Fourth 3 None Fifth 2 None Sixth 1 None Seventh and following None None - --------------------------------------------------------------------------------
CONTINGENT DEFERRED SALES CHARGES FOR CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT-TERM BOND FUND You can purchase Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund at their net asset value and not subject to a CDSC. However, you may be charged a CDSC when you redeem Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC. CONTINGENT DEFERRED SALES CHARGES FOR CLASS R SHARES You can purchase Class R shares at their net asset value per share. If ADI pays a concession to the dealer of record, however, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within 12 months from the date of the retirement plan's initial purchase. COMPUTING A CDSC The CDSC on redemptions of shares is computed based on the lower of their original purchase price or current market value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, we will assume that you are redeeming shares on which there is no CDSC first and, then, shares in the order of purchase. REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS You may qualify for reduced sales charges or sales charge exceptions. To qualify for these reductions or exceptions, you or your financial advisor must notify the transfer agent at the time of purchase that your purchase qualifies for such treatment. Certain individuals and employer-sponsored retirement plans may link accounts for the purpose of qualifying for lower initial sales charges. You or your financial consultant must provide other account numbers to be MCF--02/07 A-3 ------------- THE AIM FUNDS ------------- considered for Rights of Accumulation, or mark the Letter of Intent section on the account application, or provide other relevant documentation, so that the transfer agent can verify your eligibility for the reduction or exception. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. REDUCED SALES CHARGES You may be eligible to buy Class A shares at reduced initial sales charge rates under Rights of Accumulation or Letters of Intent under certain circumstances. Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Investor Class shares of any fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges pursuant to Rights of Accumulation or Letters of Intent. RIGHTS OF ACCUMULATION You may combine your new purchases of Class A shares of a fund with fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(SM) for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable initial sales charge for the new purchase is based on the total of your current purchase and the public offering price of all other shares you own. The transfer agent may automatically link certain accounts registered in the same name, with the same taxpayer identification number, for the purpose of qualifying you for lower initial sales charge rates. LETTERS OF INTENT Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of the funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full face amount of the LOI is not invested by the end of the 13-month period, your account will be adjusted to the higher initial sales charge level for the amount actually invested. INITIAL SALES CHARGE EXCEPTIONS You will not pay initial sales charges - - on shares purchased by reinvesting dividends and distributions; - - when exchanging shares among certain funds; or - - when a merger, consolidation, or acquisition of assets of a fund occurs. CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS You will not pay a CDSC - - if you redeem Class B shares you held for more than six years; - - if you redeem Class C shares you held for more than one year; - - if you redeem Class C shares of a fund other than AIM LIBOR Alpha Fund or AIM Short Term Bond Fund and you received such Class C shares by exchanging Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund; - - if you redeem Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received such Class C shares by exchanging Class C shares of another fund and the original purchase was subject to a CDSC; - - if you are a participant in a retirement plan and your plan redeems, at any time, less than all of the Class A, C or Class R shares held through such plan that would otherwise be subject to a CDSC; - - if you are a participant in a retirement plan and your plan redeems, after having held them for more than one year from the date of the plan's initial purchase, all of the Class A, C or Class R shares held through such plan that would otherwise be subject to a CDSC; - - if you are a participant in a qualified retirement plan and redeem Class A, Class C or Class R shares in order to fund a distribution; - - if you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period; - - if you redeem shares to pay account fees; - - for redemptions following the death or post-purchase disability of a shareholder or beneficial owner; - - if you redeem shares acquired through reinvestment of dividends and distributions; and - - on increases in the net asset value of your shares. There may be other situations when you may be able to purchase or redeem shares at reduced or without sales charges. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. CLASS P SHARES In addition to the share classes discussed above, the AIM Summit Fund has Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the "Summit Plans"). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may continue to purchase Class P shares until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a MCF--02/07 A-4 ------------- THE AIM FUNDS ------------- scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option. ADDITIONAL PAYMENTS TO FINANCIAL ADVISORS The financial advisor through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI or one or more of its corporate affiliates (collectively, ADI Affiliates) may make additional cash payments to financial advisors in connection with the promotion and sale of shares of the funds. These additional cash payments may include cash revenue sharing payments and other payments for certain administrative services, transaction processing services and certain other marketing support services. ADI Affiliates make these payments from their own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans. In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with ADI Affiliates. ADI Affiliates make revenue sharing payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits ADI Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, placing the funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including the funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The revenue sharing payments ADI Affiliates make may be calculated on sales of shares of the funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM funds attributable to that particular financial advisor (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of the funds and Asset-Based Payments primarily create incentives to retain previously sold shares of the funds in investor accounts. ADI Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments. ADI Affiliates also may make other payments to certain financial advisors for processing certain transactions or account maintenance activities (such as processing purchases, redemptions or exchanges or producing customer account statements) or for providing certain other marketing support services (such as financial assistance for conferences, seminars or sales or training programs at which ADI Affiliates personnel may make presentations on the funds to the financial advisor's sales force). Financial advisors may earn profits on these payments for these services, since the amount of the payment may exceed the cost of providing the service. Certain of these payments are subject to limitations under applicable law. ADI Affiliates are motivated to make the payments described above since they promote the sale of fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of the funds or retain shares of the funds in their clients' accounts, ADI Affiliates benefit from the incremental management and other fees paid to ADI Affiliates by the funds with respect to those assets. You can find further details in the fund's Statement of Additional Information about these payments and the services provided by financial advisors. In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in this prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the funds, as well as about fees and/or commissions it charges. EXCESSIVE SHORT-TERM TRADING ACTIVITY DISCLOSURES While the funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the funds' shares (i.e., a purchase of fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of fund shares held by long-term investors may be diluted. The Boards of Trustees have adopted policies and procedures designed to discourage excessive or short-term trading of fund shares for all funds except the money market funds. However, there is the risk that these funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These funds may alter their policies at any time without prior notice to shareholders if the advisor believes the change would be in the best interests of long-term shareholders. AIM and its affiliates (collectively, AIM Affiliates) currently use the following tools designed to discourage excessive short-term trading in the retail funds: (1) trade activity monitoring; (2) trading guidelines; MCF--02/07 A-5 ------------- THE AIM FUNDS ------------- (3) redemption fee on trades in certain funds; and (4) use of fair value pricing consistent with procedures approved by the Boards of Trustees of the funds. Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. The AIM Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests. Money Market Funds. The Boards of Trustees of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the money market funds) have not adopted any policies and procedures, such as limits on exchanges or redemption fees, that would limit frequent purchases and redemptions of such funds' shares. The Boards considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described below. Nonetheless, to the extent that the fund must maintain additional cash and/or securities with shorter-term durations than may otherwise be required, or with respect to Premier Tax-Exempt Portfolio, must borrow to honor redemption requests, the fund's yield could be negatively impacted. The Boards do not believe that it is appropriate to adopt any such policies and procedures for the money market funds for the following reasons: - - The money market funds are offered to investors as cash management vehicles. Investors must perceive an investment in such funds as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently. - - One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such funds. - - The money market funds' portfolio securities are valued on the basis of amortized cost, and such funds seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities. - - Because the money market funds seek to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in such funds. Imposition of redemption fees would run contrary to investor expectations. TRADE ACTIVITY MONITORING The AIM Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the AIM Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder's accounts other than exchanges into a money market fund. AIM Affiliates will use reasonable efforts to apply the fund's policies uniformly given the practical limitations described above. The ability of the AIM Affiliates to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading. TRADING GUIDELINES If you exceed four exchanges out of a fund (other than an AIM-sponsored retail money market fund) per calendar year, or a fund or an AIM Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each fund and the AIM Affiliates reserve the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if they believe that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. The movement out of one fund (redemption) and into one or more other funds (purchase) on the same day shall be counted as one exchange. Exchanges effected as part of programs that have been determined by an AIM Affiliate to be non-discretionary, such as dollar cost averaging, portfolio rebalancing, or other automatic non-discretionary programs that involve exchanges, generally will not be counted toward the trading guidelines limitation of four exchanges out of a fund per calendar year. The ability of the AIM Affiliates to monitor exchanges made by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to implement these trading guidelines and may be further limited by systems limitations applicable to those types of accounts. Some investments in the funds are made indirectly through vehicles such as qualified tuition plans, variable annuity and insurance contracts, and funds of funds which use the funds as underlying investments (each a conduit investment vehicle). If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to impose exchange limitations on individual transactions MCF--02/07 A-6 ------------- THE AIM FUNDS ------------- initiated by investors who have invested in the funds through the conduit investment vehicle. REDEMPTION FEE You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 30 days of purchase. See "Redeeming Shares -- Redemption Fee" for more information. The ability of a fund to assess a redemption fee on the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to assess such fees and may be further limited by systems limitations applicable to these types of accounts. For additional discussion of the applicability of redemption fees on shares of the fund held through omnibus accounts, retirement plan accounts, approved fee-based program accounts and conduit investment vehicles, see "Redeeming Shares -- Redemption Fee". FAIR VALUE PRICING Securities owned by a fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board of Trustees of the fund. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. See "Pricing of Shares -- Determination of Net Asset Value" for more information. PURCHASING SHARES If you hold your shares through a broker/dealer or other financial institution, your eligibility to purchase those shares, the conditions for purchase and sale, and the minimum and maximum amounts allowed may differ depending on that institution's policies. MINIMUM INVESTMENTS PER FUND ACCOUNT There are no minimum investments with respect to Class P or R shares for fund accounts. The minimum investments with respect to Class A, A3, B and C shares and Investor Class shares for fund accounts are as follows:
INITIAL ADDITIONAL TYPE OF ACCOUNT INVESTMENTS INVESTMENTS - ------------------------------------------------------------------------------------------------------------------------- Employer-Sponsored Retirement Plans (includes section 401, $ 0 ($25 per fund investment for $25 403 and 457 plans, and SEP, SARSEP and SIMPLE IRA plans) salary deferrals from Employer-Sponsored Retirement Plans) Systematic Purchase Plan 50 50 IRA, Roth IRA or Coverdell ESA 250 25 All other accounts 1,000 50 ADI has the discretion to accept orders for lesser amounts. - -------------------------------------------------------------------------------------------------------------------------
HOW TO PURCHASE SHARES You may purchase shares using one of the options below. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the fund verify and record your identifying information. PURCHASE OPTIONS - --------------------------------------------------------------------------------
OPENING AN ACCOUNT ADDING TO AN ACCOUNT - ---------------------------------------------------------------------------------------------------------------------------------- Through a Financial Advisor Contact your financial advisor. Same By Mail Mail completed account application and check Mail your check and the remittance slip from your to the transfer agent, AIM Investment confirmation statement to the transfer agent. Services, Inc., P.O. Box 4739, Houston, TX 77210-4739. By Wire Mail completed account application to the Call the transfer agent to receive a reference transfer agent. Call the transfer agent at number. Then, use the wire instructions at left. (800) 959-4246 to receive a reference number. Then, use the following wire instructions: Beneficiary Bank ABA/Routing #: 021000021 Beneficiary Account Number: 00100366807 Beneficiary Account Name: AIM Investment Services, Inc. RFB: Fund Name, Reference # OBI: Your Name, Account #
MCF--02/07 A-7 ------------- THE AIM FUNDS -------------
OPENING AN ACCOUNT ADDING TO AN ACCOUNT - ---------------------------------------------------------------------------------------------------------------------------------- By Telephone Open your account using one of the methods Select the AIM Bank Connection--Servicemark-- described above. option on your completed account application or complete an AIM Bank Connection form. Mail the application or form to the transfer agent. Once the transfer agent has received the form, call the transfer agent to place your purchase order. Call the AIM 24-hour Automated Investor Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested. By Internet Open your account using one of the methods Access your account at www.aiminvestments.com. described above. The proper bank instructions must have been provided on your account. You may not purchase shares in retirement accounts on the internet. - ----------------------------------------------------------------------------------------------------------------------------------
GRANDFATHERED INVESTORS Investor Class shares of a fund may be purchased only by: (1) persons or entities who had established an account, prior to April 1, 2002, in Investor Class shares of any of the funds currently distributed by ADI (the Grandfathered Funds) and have continuously maintained such account in Investor Class shares since April 1, 2002; (2) any person or entity listed in the account registration for any Grandfathered Funds, which account was established prior to April 1, 2002 and continuously maintained since April 1, 2002, such as joint owners, trustees, custodians and designated beneficiaries; (3) customers of certain financial institutions, wrap accounts or other fee-based advisory programs, or insurance company separate accounts, which have had relationships with ADI and/or any of the Grandfathered Funds prior to April 1, 2002 and continuously maintained such relationships since April 1, 2002; (4) defined benefit, defined contribution and deferred compensation plans; and (5) fund trustees, employees of AMVESCAP PLC and its subsidiaries, AMVESCAP directors, and their immediate families. SPECIAL PLANS SYSTEMATIC PURCHASE PLAN You can arrange for periodic investments in any of the funds by authorizing the transfer agent to withdraw the amount of your investment from your bank account on a day or dates you specify and in an amount of at least $50. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. DOLLAR COST AVERAGING Dollar Cost Averaging allows you to make automatic monthly or quarterly exchanges, if permitted, from one fund account to one or more other fund accounts with the identical registration. The account from which exchanges are to be made must have a minimum balance of $5,000 before you can use this option. Exchanges will occur on (or about) the day of the month you specify, in the amount you specify. Dollar Cost Averaging cannot be set up for the 29th through the 31st of the month. The minimum amount you can exchange to another fund is $50. You may participate in a dollar cost averaging program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Dollar Cost Averaging program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year. AUTOMATIC DIVIDEND INVESTMENT All of your dividends and distributions may be paid in cash or invested in any fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You may invest your dividends and distributions per the rules listed in the "Permitted Exchanges" section. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund: (1) Your account balance (a) in the fund paying the dividend must be at least $5,000; and (b) in the fund receiving the dividend must be at least $500; and (2) Both accounts must have identical registration information. PORTFOLIO REBALANCING PROGRAM If you have at least $5,000 in your account, you may participate in the Portfolio Rebalancing Program. Under this Program, you can designate how the total value of your fund holdings should be rebalanced, on a percentage basis, between two and ten of your funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your funds for shares of the same class of one or more other funds in your portfolio. Rebalancing will NOT occur if your portfolio is within 2% of your stated allocation. If you wish to participate in the Program, make changes or cancel the Program, the transfer agent must receive your request to participate, changes, or cancellation in good order at least five business days prior to the next rebalancing date, which is normally the 28th day of the last month of the period you choose. You may realize taxable gains from these exchanges. We may modify, suspend or terminate the Program at any time on 60 days prior written notice. You may participate in a portfolio rebalancing program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Portfolio Rebalancing Program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year. MCF--02/07 A-8 ------------- THE AIM FUNDS ------------- RETIREMENT PLANS Shares of most of the funds can be purchased through tax-sheltered retirement plans made available to corporations, individuals and employees of non-profit organizations and public schools. A plan document must be adopted to establish a retirement plan. You may use ADI sponsored retirement plans, which include IRAs, Roth IRAs, SIMPLE IRA plans, SEP/SARSEP plans, 403(b) plans, Solo 401(k) plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. AIM Investment Services, Inc. assesses certain fees associated with the maintenance of certain types of retirement plan accounts and the provision of specialized recordkeeping services for those plan accounts. ADI also assesses certain fees associated with the maintenance of retirement plan documents for which it acts as the prototype sponsor. Contact your financial advisor for details. - -------------------------------------------------------------------------------- EACH FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO: - REJECT OR CANCEL ALL OR ANY PART OF ANY PURCHASE OR EXCHANGE ORDER; - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY FUND; - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE SYSTEMATIC PURCHASE PLAN AND SYSTEMATIC REDEMPTION PLAN OPTIONS ON THE SAME ACCOUNT; OR - SUSPEND, CHANGE OR WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS. - -------------------------------------------------------------------------------- REDEEMING SHARES REDEMPTION FEE You may be charged a 2% redemption fee (on redemption proceeds) if you redeem, including redeeming by exchange, shares of the following funds within 30 days of their purchase: AIM Advantage Health AIM Global Value Fund Sciences Fund AIM Gold & Precious Metals Fund AIM Asia Pacific Growth Fund AIM High Yield Fund AIM China Fund AIM International Allocation Fund AIM Developing Markets Fund AIM International Core Equity Fund AIM European Growth Fund AIM International Growth Fund AIM European Small Company AIM International Small Company Fund Fund AIM International Total Return Fund AIM Floating Rate Fund AIM Japan Fund AIM Global Aggressive Growth AIM S&P 500 Index Fund Fund AIM Trimark Fund AIM Global Equity Fund AIM Global Growth Fund AIM Global Health Care Fund AIM Global Real Estate Fund
The redemption fee will be retained by the fund from which you are redeeming shares (including redemptions by exchange), and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the fund. The redemption fee is imposed to the extent that the number of fund shares you redeem exceeds the number of fund shares that you have held for more than 30 days. In determining whether the minimum 30 day holding period has been met, only the period during which you have held shares of the fund from which you are redeeming is counted. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last. The 2% redemption fee generally will not be charged on transactions involving the following: (1) total or partial redemptions of shares by omnibus accounts maintained by brokers that do not have the systematic capability to process the redemption fee; (2) total or partial redemptions of shares by approved fee-based programs that do not have the systematic capability to process the redemption fee; (3) total or partial redemptions of shares held through retirement plans maintained pursuant to Sections 401, 403, 408, 408A and 457 of the Internal Revenue Code (the Code) where the systematic capability to process the redemption fee does not exist; (4) total or partial redemptions effectuated by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and insurance company separate accounts which use the funds as underlying investments; (5) total or partial redemptions effectuated pursuant to an automatic non-discretionary rebalancing program or a systematic withdrawal plan established with the funds or a financial intermediary; (6) total or partial redemptions requested within 30 days following the death or post-purchase disability of (i) any registered shareholder on an account or (ii) the settlor of a living trust which is the registered shareholder of an account, of shares held in the account at the time of death or initial determination of post-purchase disability; (7) total or partial redemption of shares acquired through investment of dividends and other distributions; or (8) redemptions initiated by a fund. The AIM Affiliates' goals are to apply the redemption fee on all classes of shares of the above funds regardless of the type of account in which such shares are held. This goal is not immediately achievable because of systems limitations and marketplace resistance. Brokers that maintain omnibus accounts, sponsors of fee-based program accounts and retirement plan administrators for accounts that are exempt from the redemption fee pursuant to (1) through (8) above may impose a redemption fee that has different characteristics, which may be more or less restrictive, than those set forth above. Some investments in the funds are made indirectly through conduit investment vehicles. If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to assess MCF--02/07 A-9 ------------- THE AIM FUNDS ------------- redemption fees on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle. In these cases, the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the conduit investment vehicle in a fund. The funds have the discretion to waive the 2% redemption fee if a fund is in jeopardy of losing its registered investment company qualification for tax purposes. Your broker or financial advisor may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC) in addition to the redemption fee. REDEMPTION OF CLASS A SHARES AND AIM CASH RESERVE SHARES ACQUIRED BY EXCHANGE If you purchase $1,000,000 or more of Class A shares of any fund, or if you make additional purchases of Class A shares at net asset value, your shares may be subject to a CDSC upon redemption as described below.
SHARES INITIALLY SHARES HELD CDSC APPLICABLE UPON PURCHASED AFTER AN EXCHANGE REDEMPTION OF SHARES --------- ----------------- -------------------- - - Class A shares of Category - Class A shares of Category I, - 1% if shares are redeemed I, II or IV Fund II or IV Fund within 18 months of initial - Class A shares of Category III purchase of Category I, II or Fund(2) IV Fund - AIM Cash Reserve Shares of AIM Money Market Fund - - Class A shares of Category - Class A shares of Category I, - 1% if shares are redeemed III Fund(1) II or IV Fund within 18 months of initial purchase of Category III Fund shares - - Class A shares of Category - Class A shares of Category III - No CDSC III Fund(1) Fund(2) - Class A shares of AIM Tax- Exempt Cash Fund - AIM Cash Reserve Shares of AIM Money Market
(1) As of the close of business on October 30, 2002, only existing shareholders of Class A shares of a Category III Fund may purchase such shares. (2) Class A shares of a Category I, II, III or IV Fund may not be exchanged for Class A shares of a Category III Fund. HOW TO REDEEM SHARES - -------------------------------------------------------------------------------- Through a Financial Advisor Contact your financial advisor, including your retirement plan or program sponsor. By Mail Send a written request to the transfer agent. Requests must include (1) original signatures of all registered owners/trustees; (2) the name of the fund and your account number; (3) if the transfer agent does not hold your shares, endorsed share certificates or share certificates accompanied by an executed stock power; and (4) signature guarantees, if necessary (see below). The transfer agent may require that you provide additional information, such as corporate resolutions or powers of attorney, if applicable. If you are redeeming from an IRA account, you must include a statement of whether or not you are at least 59 1/2 years old and whether you wish to have federal income tax withheld from your proceeds. The transfer agent may require certain other information before you can redeem from an employer-sponsored retirement plan. Contact your employer for details. By Telephone Call the transfer agent at 1-800-959-4246 or our AIM 24-hour Automated Investor Line at 1-800-246-5463. You will be allowed to redeem by telephone if (1) the proceeds are to be mailed to the address on record (if there has been no change communicated to us within the last 30 days) or transferred electronically to a pre-authorized checking account; (2) you do not hold physical share certificates; (3) you can provide proper identification information; (4) the proceeds of the redemption do not exceed $250,000; and (5) you have not previously declined the telephone redemption privilege. Certain retirement accounts and 403(b) plans, may not be redeemed by telephone. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must receive your call during the hours of the customary trading session of the New York Stock Exchange (NYSE) in order to effect the redemption at that day's closing price. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must receive your call before the last net asset value determination on a business day in order to effect the redemption at that day's closing price. You may, with limited exceptions, redeem from an IRA account by telephone. Redemptions from other types of retirement accounts may be requested in writing. By Internet Place your redemption request at www.aiminvestments.com. You will be allowed to redeem by internet if (1) you do not hold physical share certificates; (2) you can provide proper identification information; (3) the proceeds of the redemption do not exceed $250,000; and (4) you have already provided proper bank information. AIM prototype retirement accounts may not be redeemed on the internet. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must confirm your transaction during the hours of the customary trading session of the NYSE in order to effect the redemption at that day's closing price. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must confirm your transaction before the last net asset value determination on a business day in order to effect the redemption at that day's closing price.
- -------------------------------------------------------------------------------- MCF--02/07 A-10 ------------- THE AIM FUNDS ------------- TIMING AND METHOD OF PAYMENT We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check, you will be required to wait up to ten business days before we will send your redemption proceeds. This delay is necessary to ensure that the purchase check has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted. REDEMPTION BY MAIL If you mail us a request in good order to redeem your shares, we will mail you a check in the amount of the redemption proceeds to the address on record with us. If your request is not in good order, you may have to provide us with additional documentation in order to redeem your shares. REDEMPTION BY TELEPHONE If you redeem by telephone, we will mail you a check in the amount of the redemption proceeds to your address of record (if there has been no change communicated to the transfer agent within the previous 30 days) or transmit them electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine, but we are not liable for telephone instructions that are reasonably believed to be genuine. REDEMPTION BY INTERNET If you redeem by internet, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by internet are genuine, but we are not liable for internet instructions that are reasonably believed to be genuine. PAYMENT FOR SYSTEMATIC REDEMPTIONS You may arrange for regular monthly or quarterly withdrawals from your account of at least $50. You also may make annual withdrawals if you own Class A shares. We will redeem enough shares from your account to cover the amount withdrawn. You must have an account balance of at least $5,000 to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent. EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY) If we receive your redemption order before 11:30 a.m. Eastern Time, we will try to transmit payment of redemption proceeds on that same day. If we receive your redemption order after 11:30 a.m. Eastern Time and before the close of the customary trading session of the NYSE, we generally will transmit payment on the next business day. REDEMPTIONS BY CHECK (CLASS A SHARES OF AIM TAX-EXEMPT CASH FUND, AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND AND INVESTOR CLASS SHARES OF AIM MONEY MARKET FUND, AIM TAX-EXEMPT CASH FUND, PREMIER PORTFOLIO, PREMIER TAX-EXEMPT PORTFOLIO AND PREMIER U.S. GOVERNMENT MONEY PORTFOLIO ONLY) You may redeem shares of these funds by writing checks in amounts of $250 or more if you have completed an authorization form. Redemption by check is not available for retirement accounts. SIGNATURE GUARANTEES We require a signature guarantee when you redeem by mail and (1) the amount is greater than $250,000; (2) you request that payment be made to someone other than the name registered on the account; (3) you request that payment be sent somewhere other than the bank of record on the account; or (4) you request that payment be sent to a new address or an address that changed in the last 30 days. The transfer agent will accept a guarantee of your signature by a number of financial institutions. Call the transfer agent for additional information. Some institutions have transaction amount maximums for these guarantees. Please check with the guarantor institution. REDEMPTIONS IN KIND Although the funds generally intend to pay redemption proceeds solely in cash, the funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). REDEMPTIONS BY THE FUNDS If your account (Class A, Class A3, Class B, Class C and Investor Class shares only) has been open at least one year, you have not made an additional purchase in the account during the past six calendar months, and the value of your account falls below $500 ($250 for Investor Class shares) for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the funds have the right to redeem the account after giving you 60 days' prior written notice. You may avoid having your account redeemed during the notice period by bringing the account value up to $500 ($250 for Investor Class shares) or by utilizing the Automatic Investment Plan. If the fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or the fund is not able to verify your identity as required by law, the fund may, at its discretion, redeem the account and distribute the proceeds to you. EXCHANGING SHARES You may, under certain circumstances, exchange shares in one fund for those of another fund. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. Before requesting an exchange, review the prospectus of the fund you wish to acquire. Exchange privileges also apply to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992. You may be charged a redemption fee on certain redemptions, including exchanges. See "Redeeming Shares -- Redemption Fee." MCF--02/07 A-11 ------------- THE AIM FUNDS ------------- PERMITTED EXCHANGES Except as otherwise stated under "Exchanges Not Permitted," you generally may exchange your shares for shares of the same class of another fund.
- ------------------------------------------------------------------------------------------------------------------------------------ EXCHANGE FROM EXCHANGE TO ALLOWED PROHIBITED - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class A, A3, Investor Class, or AIM Cash Reserve Shares. Exceptions are: - Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - Class A Shares of AIM Limited Maturity Treasury Fund, X AIM Tax-Exempt Cash Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class B, C, P, R or Institutional Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class A3 Class A, A3, Investor Class, or AIM Cash Reserve Shares. Exceptions are: - Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be X exchanged for Class A Shares of those funds. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ Class A3 Class B, C, P, R or Institutional Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class B Class B. X - ------------------------------------------------------------------------------------------------------------------------------------ Class B Class A, A3, C, P, R, AIM Cash Reserve Shares, Institutional or Investor Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class C Class C. X - ------------------------------------------------------------------------------------------------------------------------------------ Class C Class A, A3, B, P, R, AIM Cash Reserve Shares, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class R Class R X - ------------------------------------------------------------------------------------------------------------------------------------ Class R Class A, A3, B, C, P, AIM Cash Reserve Shares, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ AIM Cash Reserve Shares Class A, A3, B, C, R, or Investor Class shares. Exceptions are: - Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - Shares to be exchanged for Class B, C or R shares X must not have been acquired by exchange from Class A shares of any fund. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ AIM Cash Reserve Shares Class P or Institutional Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Class Institutional Class X - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Class Class A, A3, B, C, P, R, AIM Cash Reserve Shares or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Investor Class A, A3, or Investor Class. Exceptions are: - Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares. X - Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - ------------------------------------------------------------------------------------------------------------------------------------ Investor Class Class B, C, P, R, AIM Cash Reserve Shares or Institutional Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class P Class A, A3, or AIM Cash Reserve Shares. Exceptions are: - Class A shares of AIM Limited Maturity Treasury Fund X and AIM Tax-Free Intermediate Fund are currently closed to new investors. - ------------------------------------------------------------------------------------------------------------------------------------ Class P Class B, C, R, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------
MCF--02/07 A-12 ------------- THE AIM FUNDS ------------- You may be required to pay an initial sales charge when exchanging from a fund with a lower initial sales charge than the one into which you are exchanging. If you exchange into shares that are subject to a CDSC, we will begin the holding period for purposes of calculating the CDSC on the date you made your initial purchase. EXCHANGES OF CLASS P SHARES If a shareholder exchanges Class P shares of AIM Summit Fund for Class A shares, A3 shares or AIM Cash Reserve Shares of another fund, that shareholder will only be able to purchase Class P shares of AIM Summit Fund if the investor qualifies to make additional purchases under the limitations set forth above under Choosing a Share Class--Sales Charges--Class P Shares. If the investor does not qualify to make additional purchases of Class P shares, the investor will be able to invest in Class A, B or C shares of AIM Summit Fund, either through exchange or by making additional investments, subject to the limitations and sales charges discussed herein. EXCHANGES NOT SUBJECT TO A SALES CHARGE You will not pay an initial sales charge when exchanging: (1) Class A shares with an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for (a) Class A shares of another fund; (b) AIM Cash Reserve Shares of AIM Money Market Fund; or (c) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund; or (2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for (a) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or (b) Class A shares of another Fund, but only if (i) you acquired the original shares before May 1, 1994; or (ii) you acquired the original shares on or after May 1, 1994 by way of an exchange from shares with higher initial sales charges; or (3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for (a) Class A shares of a fund subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if you acquired the original shares (i) prior to May 1, 1994 by exchange from Class A shares subject to an initial sales charge; (ii) on or after May 1, 1994 by exchange from Class A shares subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or (4) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund for (a) AIM Cash Reserve Shares of AIM Money Market Fund; or (b) Class A shares of AIM Tax-Exempt Cash Fund; or (5) Investor Class shares for Class A or Class A3 shares of any fund which does not offer Investor Class shares; or (6) Class P shares of AIM Summit Fund for (a) Class A shares of another fund; (b) AIM Cash Reserve Shares of AIM Money Market Fund; or (c) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund. You will not pay a CDSC or other sales charge when exchanging: (1) Class A shares for other Class A shares; (2) Class B shares for other Class B shares; (3) Class C shares for other Class C shares; (4) Class R shares for other Class R shares. EXCHANGES NOT PERMITTED For shares purchased prior to November 15, 2001, you may not exchange: (1) Class A shares of Category I or II funds (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund; (2) Class A shares of Category III funds purchased at net asset value for Class A shares of a Category I, II or IV fund; (3) on or after January 15, 2002, AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of Category III AIM Funds that are subject to a CDSC. For shares purchased on or after November 15, 2001, you may not exchange: (1) Class A shares of Category I, II or IV fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund; (2) Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or (3) AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any fund or for Class A shares of any fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I, II or IV fund and exchanged those shares for AIM Cash Reserve Shares of AIM Money Market Fund, you may further exchange the AIM Cash Reserve Shares for Class A shares of a Category I, II or IV fund. EXCHANGE CONDITIONS The following conditions apply to all exchanges: - - Shares of the fund you wish to acquire must be available for sale in your state of residence; - - Exchanges must be made between accounts with identical registration information; MCF--02/07 A-13 ------------- THE AIM FUNDS ------------- - - The account you wish to exchange from must have a certified tax identification number (or the Fund has received an appropriate Form W-8 or W-9); - - Shares must have been held for at least one day prior to the exchange with the exception of dividends that are reinvested; and - - If you have physical share certificates, you must return them to the transfer agent prior to the exchange. TERMS OF EXCHANGE Under unusual market conditions, a fund may delay the purchase of shares being acquired in an exchange for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating funds or the distributor may modify or terminate this privilege at any time. The fund or the distributor will provide you with notice of such modification or termination whenever it is required to do so by applicable law, but may impose changes at any time for emergency purposes. BY MAIL If you wish to make an exchange by mail, you must include original signatures of each registered owner exactly as the shares are registered, the account registration and account number, the dollar amount or number of shares to be exchanged and the names of the funds from which and into which the exchange is to be made. BY TELEPHONE Conditions that apply to exchanges by telephone are the same as redemptions by telephone, including that the transfer agent must receive exchange requests during the hours of the customary trading session of the NYSE; however, you still will be allowed to exchange by telephone even if you have changed your address of record within the preceding 30 days. BY INTERNET You will be allowed to exchange by internet if you do not hold physical share certificates and you provide the proper identification information. EXCHANGING CLASS B, CLASS C AND CLASS R SHARES If you make an exchange involving Class B, Class C shares or Class R shares subject to a CDSC, the amount of time you held the original shares will be credited to the holding period of the Class B, Class C or Class R shares, respectively, into which you exchanged for the purpose of calculating contingent deferred sales charges (CDSC) if you later redeem the exchanged shares. If you redeem Class C shares acquired by exchange via a repurchase offer by the closed-end AIM Floating Rate Fund, prior to April 13, 2006, you will be credited with the time period you held the Class C shares of the closed-end AIM Floating Rate Fund for the purpose of computing the CDSC applicable to those exchanged shares. If you redeem Class C shares of AIM Floating Rate Fund that were acquired on April 13, 2006 when AIM Floating Rate Fund was reorganized as an open-end fund, you will be credited with the time period you held Class C shares of the closed-end AIM Floating Rate Fund, for the purpose of computing the CDSC if you later redeem such shares. PRICING OF SHARES DETERMINATION OF NET ASSET VALUE The price of each fund's shares is the fund's net asset value per share. The funds value portfolio securities for which market quotations are readily available at market value. The funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. Even when market quotations are available, they may be stale or unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where AIM determines that the closing price of the security is unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values. AIM may use indications of fair value from pricing services approved by the Boards of Trustees. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Boards of Trustees. As a means of evaluating its fair value process, AIM routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Boards of Trustees. Specific types of securities are valued as follows: Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities: Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes MCF--02/07 A-14 ------------- THE AIM FUNDS ------------- provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data. Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund. Fixed Income Securities: Government, corporate, asset-backed and municipal bonds, convertible securities, including high yield or junk bonds, and loans, normally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service and independent quoted prices are unreliable, the AIM valuation committee will fair value the security using procedures approved by the Boards of Trustees. Short-term Securities: The funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio value all their securities at amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund and AIM Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities. Futures and Options: Futures and options are valued on the basis of market quotations, if available. Open-end Funds: To the extent a fund invests in other open-end funds, other than open-end funds that are exchange traded, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests. Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing. For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each non-money market fund's portfolio securities transactions are recorded no later than the first business day following the trade date. Transactions in money market fund portfolio securities are normally accounted for on a trade date basis. TIMING OF ORDERS For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, purchase orders that are received and accepted before the close of the customary trading MCF--02/07 A-15 ------------- THE AIM FUNDS ------------- session or any earlier NYSE closing time on a business day generally are processed that day and settled on the next business day. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day, prior to the last net asset value determination on such business day; however, if your order is received and accepted after the close of the customary trading session or any earlier NYSE closing time that day, your order generally will be processed on the next business day and settled on the second business day following the receipt and acceptance of your order. For all funds, you can exchange shares on each business day, prior to the close of the customary trading session or any earlier NYSE closing time that day. Shareholders of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio therefore cannot exchange their shares after the close of the customary trading session or any earlier NYSE closing time on a particular day, even though these funds remain open after such closing time. The funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading. TAXES In general, dividends and distributions you receive are taxable as ordinary income or long-term capital gains for federal income tax purposes, whether you reinvest them in additional shares or take them in cash. Distributions are generally taxable to you at different rates depending on the length of time the fund holds its assets and the type of income that the fund earns. Different tax rates apply to ordinary income, qualified dividend income, and long-term capital gain distributions. Every year, you will be sent information showing the amount of dividends and distributions you received from each fund during the prior year. Any long-term or short-term capital gains realized from redemptions of fund shares will be subject to federal income tax. Exchanges of shares for shares of another fund are treated as a sale, and any gain realized on the transaction will generally be subject to federal income tax. INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING "OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THEIR PROSPECTUS. The foreign, state and local tax consequences of investing in fund shares may differ materially from the federal income tax consequences described above. In addition, the preceding discussion concerning the taxability of fund dividends and distributions and of redemptions and exchanges of fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Internal Revenue Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing. MCF--02/07 A-16 OBTAINING ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- More information may be obtained free of charge upon request. The Statement of Additional Information (SAI), a current version of which is on file with the Securities and Exchange Commission (SEC), contains more details about the fund and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the fund's investments. The fund's annual report also discusses the market conditions and investment strategies that significantly affected the fund's performance during its last fiscal year. The fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q. If you have questions about this fund, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of the fund's current SAI or annual or semiannual reports, please contact us by mail at AIM Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-0739 or BY TELEPHONE: (800) 959-4246 ON THE INTERNET: You can send us a request by e-mail or download prospectuses, SAIs, annual or semiannual reports via our website: http://www.aiminvestments.com THE FUND'S MOST RECENT PORTFOLIO HOLDINGS, AS FILED ON FORM N-Q, ARE ALSO AVAILABLE AT HTTP://WWW.AIMINVESTMENTS.COM.
You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room. - ---------------------------------------- AIM Diversified Dividend Fund SEC 1940 Act file number: 811-01424 ---------------------------------------- AIMinvestments.com DDI-PRO-1 YOUR GOALS. OUR SOLUTIONS. [AIM INVESTMENTS LOGO APPEARS HERE] --Registered Trademark-- --Registered Trademark-- AIM LARGE CAP BASIC VALUE FUND PROSPECTUS FEBRUARY 28, 2007 AIM Large Cap Basic Value Fund's investment objective is long-term growth of capital. - -------------------------------------------------------------------------------- This prospectus contains important information about the Class A, B, C, R and Investor Class shares of the fund. Please read it before investing and keep it for future reference. Investor Class shares offered by this prospectus are offered only to grandfathered investors. Please see the section of the prospectus entitled "Purchasing Shares -- Grandfathered Investors." As with all other mutual fund securities, the Securities and Exchange Commission has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime. An investment in the fund: - - is not FDIC insured; - - may lose value; and - - is not guaranteed by a bank. ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ TABLE OF CONTENTS - -------------------------------------------------------------------------------- RISK/RETURN SUMMARY 1 - ------------------------------------------------------ PERFORMANCE INFORMATION 1 - ------------------------------------------------------ Annual Total Returns 1 Performance Table 2 FEE TABLE AND EXPENSE EXAMPLE 3 - ------------------------------------------------------ Fee Table 3 Expense Example 3 HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION 4 - ------------------------------------------------------ INVESTMENT OBJECTIVES, STRATEGIES AND RISKS 5 - ------------------------------------------------------ Objectives and Strategies 5 Risks 5 DISCLOSURE OF PORTFOLIO HOLDINGS 6 - ------------------------------------------------------ FUND MANAGEMENT 7 - ------------------------------------------------------ The Advisor 7 Advisor Compensation 7 Portfolio Manager(s) 7 OTHER INFORMATION 8 - ------------------------------------------------------ Sales Charges 8 Dividends and Distributions 8 FINANCIAL HIGHLIGHTS 9 - ------------------------------------------------------ SHAREHOLDER INFORMATION A-1 - ------------------------------------------------------ Choosing a Share Class A-1 Excessive Short-Term Trading Activity Disclosures A-5 Purchasing Shares A-7 Redeeming Shares A-9 Exchanging Shares A-11 Pricing of Shares A-14 Taxes A-16 OBTAINING ADDITIONAL INFORMATION Back Cover - ------------------------------------------------------
The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA, Invest with DISCIPLINE, The AIM College Savings Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions. are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM Private Asset Management, AIM Private Asset Management and Design, AIM Stylized and/or Design, AIM Alternative Assets and Design and myaim.com are service marks of A I M Management Group Inc. AIM Trimark is a registered service mark of A I M Management Group Inc. and AIM Funds Management Inc. No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and you should not rely on such other information or representations. ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ RISK/RETURN SUMMARY - -------------------------------------------------------------------------------- The fund's investment objective is long-term growth of capital. The fund seeks to meet its objective by investing, normally, at least 80% of its assets in securities of large-capitalization companies that offer potential for capital growth, and may offer potential for current income. In selecting securities for the fund's portfolio, the portfolio managers seek to invest in companies with market prices that the portfolio managers believe are significantly below the portfolio managers' estimates of intrinsic value. The fund may also invest up to 25% of its total assets in foreign securities. Among the principal risks of investing in the fund, which could adversely affect its net asset value, yield and total return are: Market Risk Foreign Securities Risk Equity Securities Risk U.S. Government Interest Rate and Obligations Risk Credit Risk Counterparty Risk Derivatives Risk Management Risk Leveraging Risk Value Investing Risk
Please see "Investment Objective, Strategies and Risks" following the expense information for a description of these risks and other risks of investing in the fund. There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will rise and fall with the prices of the securities in which the fund invests. An investment in the fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. PERFORMANCE INFORMATION - -------------------------------------------------------------------------------- The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance. ANNUAL TOTAL RETURNS(1) - -------------------------------------------------------------------------------- The following bar chart shows changes in the performance of the fund's Class A shares from year to year. The bar chart does not reflect sales loads. If it did, the annual total returns shown would be lower. (PERFORMANCE GRAPH)
ANNUAL YEARS ENDED TOTAL DECEMBER 31 RETURNS - ----------- ------- 2000................................................................... 21.74% 2001................................................................... 1.25% 2002................................................................... -23.20% 2003................................................................... 32.02% 2004................................................................... 9.05% 2005................................................................... 6.30% 2006................................................................... 13.56%
(1) The fund's return during certain periods was positively impacted by its investments in initial public offerings (IPOs). There can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the fund's performance, please see the "Financial Highlights" section of this prospectus. During the periods shown in the bar chart, the highest quarterly return was 20.48% (quarter ended June 30, 2003) and the lowest quarterly return was -20.22% (quarter ended September 30, 2002). 1 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ PERFORMANCE TABLE The following performance table compares the fund's performance to that of a broad-based securities market index, a style specific index and a peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payment of fees, expenses or taxes. The fund is not managed to track the performance of any particular index, including the indices shown below, and consequently, the performance of the fund may deviate significantly from the performance of the indices shown below.
AVERAGE ANNUAL TOTAL RETURNS(1) - ------------------------------------------------------------------------- (for the periods ended SINCE INCEPTION December 31, 2006) 1 YEAR 5 YEARS INCEPTION(2) DATE - ------------------------------------------------------------------------- Class A 06/30/99 Return Before Taxes 7.34% 4.75% 6.42% Return After Taxes on Distributions 6.50 4.59 6.11 Return After Taxes on Distributions and Sales of Fund Shares 5.90 4.09 5.46 Class B 08/01/00 Return Before Taxes 7.72 4.90 5.90 Class C 08/01/00 Return Before Taxes 11.72 5.23 5.90 Class R(3) 06/30/99(3) Return Before Taxes 13.27 5.75 7.04 Investor Class(4) 06/30/99(4) Return Before Taxes 13.53 5.98 7.25 - ------------------------------------------------------------------------------------------------- S&P 500--Registered Trademark-- Index(5) 15.78 6.19 2.05 06/30/99(8) Russell 1000--Registered Trademark-- Value Index(5,6) 22.25 10.86 6.55 06/30/99(8) Lipper Large-Cap Value Funds Index(5,7) 18.28 7.67 4.02 06/30/99(8) - -------------------------------------------------------------------------------------------------
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A only and after-tax returns for Class B, C, R and Investor Class will vary. (1) The fund's return during certain periods was positively impacted by its investments in IPOs. There can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the fund's performance, please see the "Financial Highlights" section of this prospectus. (2) Since Inception performance is only provided for a class with less than ten calendar years of performance. (3) The return shown for the one year period is the historical performance of the fund's Class R shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Class R shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Class R shares is June 3, 2002. (4) The return shown for the one year period is the blended returns of the historical performance of the fund's Investor Class Shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Investor Class shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Investor Class Shares) at the net asset value, which restated performance will reflect the higher Rule 12b-1 fees applicable to Class A shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Investor Class shares is September 30, 2003. (5) The S&P 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has included the Russell 1000 Value Index, which the fund believes more closely reflects the performance of the types of securities in which the fund invests. In addition, the Lipper Large-Cap Value Funds Index (which may or may not include the fund) is included for comparison to a peer group. (6) The Russell 1000 Value Index measures the performance of those Russell 1000--Registered Trademark-- Index companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000 Index measures the performance of the 1,000 largest companies domiciled in the United States. (7) The Lipper Large-Cap Value Funds Index is an equally weighted representation of the 30 largest funds in the Lipper Large-Cap Value category. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater that 300% of the dollar-weighted median market capitalization of the middle 1000 securities of the S&P SuperComposite 1500 Index. Large-Cap Value funds typically have a below-average price-to-earnings ratio, price-to-book ratio and three-year sales-per-share growth value, compared to the S&P 500 Index. (8) The average annual total return given is since the month-end closest to the inception date of the class with the longest performance history. 2 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ FEE TABLE AND EXPENSE EXAMPLE - -------------------------------------------------------------------------------- FEE TABLE This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
SHAREHOLDER FEES - ------------------------------------------------------------------------------------------------------- (fees paid directly INVESTOR from your investment) CLASS A CLASS B CLASS C CLASS R CLASS - ------------------------------------------------------------------------------------------------------- Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% None None None None Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) None(1) 5.00% 1.00% None(1) None - -------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(2) - -------------------------------------------------------------------------------------- (expenses that are deducted INVESTOR from fund assets) CLASS A CLASS B CLASS C CLASS R CLASS - -------------------------------------------------------------------------------------- Management Fees 0.60% 0.60% 0.60% 0.60% 0.60% Distribution and/or Service (12b-1) Fees 0.25 1.00 1.00 0.50 0.25 Other Expenses 0.43 0.43 0.43 0.43 0.43 Total Annual Funds Operating Expenses 1.28 2.03 2.03 1.53 1.28 Fee Waiver(3) 0.06 0.06 0.06 0.06 0.06 Net Annual Fund Operating Expenses 1.22 1.97 1.97 1.47 1.22 - --------------------------------------------------------------------------------------
(1) A contingent deferred sales charge may apply in some cases. See "Shareholder Information--Choosing a Share Class--Sales Charges." (2) There is no guarantee that actual expenses will be the same as those shown in the table. (3) The fund's investment advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R and Investor Class shares to 1.22%, 1.97%, 1.97%, 1.47% and 1.22% of average daily net assets, respectively. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Net Annual Fund Operating Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expenses on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and (vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently the expense offset arrangements from which the fund may benefit are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. In addition, the Fund may also benefit from a one time credit to be used to offset future custodian expenses. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2007. If a financial institution is managing your account, you may also be charged a transaction or other fee by such financial institution. As a result of 12b-1 fees, long-term shareholders in the fund may pay more than the maximum permitted initial sales charge. EXPENSE EXAMPLE This example is intended to help you compare the costs of investing in different classes of the fund with the cost of investing in other mutual funds. The example assumes that you: (i) invest $10,000 in the fund for the time periods indicated; (ii) redeem all of your shares at the end of the periods indicated; (iii) earn a 5% return on your investment before operating expenses each year; (iv) incur the same amount in operating expenses each year (after taking into account the effect of any contractual fee waivers and/or expense reimbursements; and, in the event you hold Class B shares, any applicable reduction in Annual Fund Operating Expenses due to a conversion of your shares to Class A); and (v) incur the applicable initial sales charges (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge). To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your cost would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - ---------------------------------------------------------------------------- Class A $667 $928 $1,208 $2,005 Class B 700 931 1,288 2,161(1) Class C 300 631 1,088 2,354 Class R 150 477 829 1,818 Investor Class 124 400 697 1,540 - ----------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - ---------------------------------------------------------------------------- Class A $667 $928 $1,208 $2,005 Class B 200 631 1,088 2,161(1) Class C 200 631 1,088 2,354 Class R 150 477 829 1,818 Investor Class 124 400 697 1,540 - ----------------------------------------------------------------------------
(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on. 3 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION - -------------------------------------------------------------------------------- The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following: - You invest $10,000 in the fund and hold it for the entire 10 year period; - Your investment has a 5% return before expenses each year; - The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed; - Hypotheticals both with and without any applicable initial sales charge applied (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and - There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.
CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.22% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses (1.93%) 1.72% 5.50% 9.43% 13.50% End of Year Balance $ 9,807.21 $10,172.04 $10,550.44 $10,942.91 $11,349.99 Estimated Annual Expenses $ 667.47 $ 127.87 $ 132.62 $ 137.56 $ 142.67 - ----------------------------------------------------------------------------------------------- CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.28% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 17.72% 22.10% 26.64% 31.35% 36.24% End of Year Balance $11,772.21 $12,210.14 $12,664.35 $13,135.47 $13,624.11 Estimated Annual Expenses $ 147.98 $ 153.49 $ 159.20 $ 165.12 $ 171.26 - -----------------------------------------------------------------------------------------------
CLASS A WITHOUT FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.22% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.78% 7.64% 11.64% 15.80% 20.11% End of Year Balance $10,378.00 $10,764.06 $11,164.48 $11,579.80 $12,010.57 Estimated Annual Expenses $ 124.31 $ 135.31 $ 140.34 $ 145.56 $ 150.98 - ----------------------------------------------------------------------------------------------- CLASS A WITHOUT FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.28% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 24.57% 29.21% 34.01% 39.00% 44.17% End of Year Balance $12,457.37 $12,920.78 $13,401.43 $13,899.97 $14,417.04 Estimated Annual Expenses $ 156.59 $ 162.42 $ 168.46 $ 174.73 $ 181.23 - -----------------------------------------------------------------------------------------------
CLASS B(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.97% 2.03% 2.03% 2.03% 2.03% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.03% 6.09% 9.24% 12.49% 15.83% End of Year Balance $10,303.00 $10,609.00 $10,924.09 $11,248.53 $11,582.61 Estimated Annual Expenses $ 199.98 $ 212.26 $ 218.56 $ 225.05 $ 231.74 - ----------------------------------------------------------------------------------------------- CLASS B(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 2.03% 2.03% 2.03% 1.28% 1.28% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 19.27% 22.81% 26.46% 31.16% 36.04% End of Year Balance $11,926.62 $12,280.84 $12,645.58 $13,115.99 $13,603.91 Estimated Annual Expenses $ 238.62 $ 245.71 $ 253.00 $ 164.87 $ 171.01 - -----------------------------------------------------------------------------------------------
CLASS C(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.97% 2.03% 2.03% 2.03% 2.03% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.03% 6.09% 9.24% 12.49% 15.83% End of Year Balance $10,303.00 $10,609.00 $10,924.09 $11,248.53 $11,582.61 Estimated Annual Expenses $ 199.98 $ 212.26 $ 218.56 $ 225.05 $ 231.74 - ----------------------------------------------------------------------------------------------- CLASS C(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 2.03% 2.03% 2.03% 2.03% 2.03% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 19.27% 22.81% 26.46% 30.21% 34.08% End of Year Balance $11,926.62 $12,280.84 $12,645.58 $13,021.15 $13,407.88 Estimated Annual Expenses $ 238.62 $ 245.71 $ 253.00 $ 260.52 $ 268.25 - -----------------------------------------------------------------------------------------------
CLASS R YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.47% 1.53% 1.53% 1.53% 1.53% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.53% 7.12% 10.84% 14.69% 18.67% End of Year Balance $10,353.00 $10,712.25 $11,083.96 $11,468.58 $11,866.54 Estimated Annual Expenses $ 149.59 $ 161.15 $ 166.74 $ 172.53 $ 178.51 - ----------------------------------------------------------------------------------------------- CLASS R YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.53% 1.53% 1.53% 1.53% 1.53% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 22.78% 27.04% 31.45% 36.01% 40.73% End of Year Balance $12,278.31 $12,704.36 $13,145.20 $13,601.34 $14,073.31 Estimated Annual Expenses $ 184.71 $ 191.12 $ 197.75 $ 204.61 $ 211.71 - -----------------------------------------------------------------------------------------------
INVESTOR CLASS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.22% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.78% 7.64% 11.64% 15.80% 20.11% End of Year Balance $10,378.00 $10,764.06 $11,164.48 $11,579.80 $12,010.57 Estimated Annual Expenses $ 124.31 $ 135.31 $ 140.34 $ 145.56 $ 150.98 - ----------------------------------------------------------------------------------------------- INVESTOR CLASS YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.28% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 24.57% 29.21% 34.01% 39.00% 44.17% End of Year Balance $12,457.37 $12,920.78 $13,401.43 $13,899.97 $14,417.04 Estimated Annual Expenses $ 156.59 $ 162.42 $ 168.46 $ 174.73 $ 181.23 - -----------------------------------------------------------------------------------------------
(1) Your actual expenses may be higher or lower than those shown. (2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C have not been deducted. 4 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ INVESTMENT OBJECTIVES, STRATEGIES AND RISKS - -------------------------------------------------------------------------------- OBJECTIVES AND STRATEGIES The fund's investment objective is long-term growth of capital. The fund's investment objective may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet its objective by investing, normally, at least 80% of its assets in securities of large-capitalization companies that offer potential for capital growth, and may offer potential for current income. In complying with this 80% investment requirement, the fund will invest primarily in marketable equity securities, including convertible securities, but its investments may include other securi-ties, such as synthetic instruments. Synthetic instruments are invest-ments that have economic characteristics similar to the fund's direct investments, and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. The fund considers a company to be a large-capitalization company if it has a market capitalization, at the time of purchase, no smaller than the smallest capitalized company included in the Russell 1000--registered trademark-- Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. The Russell 1000 Index is a widely recognized, unmanaged index of common stocks that measures the performance of the 1,000 largest companies in the Russell 3000--registered trademark-- Index, which measures the performance of the 3,000 largest U.S. companies based on total market capitalization. In selecting securities, the portfolio managers emphasize the following characteristics, although not all investments will have these attributes: - Buy businesses trading at a significant discount to portfolio managers' estimate of intrinsic value. A company's market price must generally offer 50% appreciation potential to estimated intrinsic value over a 2 to 3 year time period. - Emphasize quality businesses with potential to grow intrinsic value over time. We seek established companies which we believe have solid growth prospects, the ability to earn an attractive return on invested capital and a management team that exhibits intelligent capital allocation skills. We estimate a company's intrinsic value primarily by taking the present value of projected future free cash flows (i.e. the excess cash generated by the business after considering all cash inflows and outflows to operate the business). We believe this intrinsic value represents the fair economic worth of the business and a value that an informed buyer would pay to acquire the entire company for cash. We check this valuation method with long-run absolute valuation characteristics (including price-to-earnings ratio and price-to-book value ratio) adjusted for the prevailing inflation and interest rate environment. The portfolio managers will consider selling a security to capitalize on a more attractive investment opportunity, if a security is trading significantly above the portfolio managers' estimate of intrinsic value or if there is a permanent, fundamental deterioration in business prospects that results in inadequate upside potential to estimated intrinsic value. The fund managers seek to achieve strong long-term performance by constructing a diversified portfolio of typically 40-60 stocks that offers value content greater than the broad market, as measured by the portfolio's aggregate discount to the portfolio managers' estimated intrinsic value of the portfolio. The investment process is fundamental in nature and focused on individual companies as opposed to macro economic forecasts or specific industry exposure. The portfolio construction process is intended to preserve and grow the estimated intrinsic value of the fund's portfolio rather than mirror the composition or sector weights of any benchmark. The fund may also invest up to 25% of its total assets in foreign securities. Any percentage limitations with respect to assets of the fund are applied at the time of purchase. For cash management purposes, the fund may hold a portion of its assets in cash or cash equivalents, including shares of affiliated money market funds. In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the fund may temporarily hold all or a portion of its assets in cash, cash equivalents (including shares of affiliated money market funds) or high-quality debt instruments. As a result, the fund may not achieve its investment objective. RISKS The principal risks of investing in the fund are: - - Market Risk--The prices of and the income generated by securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations. - - Value Investing Risk--Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be currently out-of-favor with many investors and can continue to be undervalued for long periods of time and may not ever realize their full value. - - Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. - - Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty 5 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. - - Interest Rate and Credit Risk--The fund may invest in debt securities such as notes and bonds. The values of debt securities and the income generated by debt securities may be affected by changing interest rates and by changes in effective maturities and credit ratings of these securities. There is a possibility that the issuers of these instruments will be unable to meet interest payments or repay principal. Changes in the financial strength of an issuer may reduce the credit rating of its securities and may decrease their value. Interest rate increases may cause the price of a debt security to decrease, and the longer a debt security's duration, the more sensitive it is to this risk. Falling interest rates may also prompt some issuers to refinance existing debt, causing your investment in the fund to lose value. - - U.S. Government Obligations Risk--The fund may invest in obligations issued by agencies and instrumentalities of the U.S. Government. These obligations vary in the level of support they receive from the U.S. Government. They may be: (i) supported by the full faith and credit of the U.S. Treasury, such as those of the Government National Mortgage Association; (ii) supported by the right of the issuer to borrow from the U.S. Treasury, such as those of the Federal National Mortgage Association; (iii) supported by the discretionary authority of the U.S. Government to purchase the issuer's obligations, such as those of the former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government. - - Derivatives Risk--The value of "derivatives" -- so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index -- may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. If the fund uses derivatives to "hedge" the overall risk of its portfolio, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the fund's portfolio. - - Counterparty Risk--Individually negotiated, or over-the-counter, derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the fund. - - Leveraging Risk--The fund may engage in transactions, including the use of synthetic instruments and derivatives, which may give rise to a form of leverage. Leverage may cause the fund's portfolio to be more volatile than if the portfolio had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the fund. - - Management Risk--There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results. DISCLOSURE OF PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The fund's portfolio holdings are disclosed on a regular basis in its semi-annual and annual reports to shareholders, and on Form N-Q, which is filed with the Securities and Exchange Commission (SEC) within 60 days of the fund's first and third fiscal quarter-ends. In addition, portfolio holdings information for the fund is available at http://www.aiminvestments.com. To reach this information, access the fund's overview page on the website. Links to the following fund information are located in the upper right side of this website page:
- --------------------------------------------------------------------------------------------------------------------------------- APPROXIMATE DATE OF INFORMATION REMAINS INFORMATION WEBSITE POSTING POSTED ON WEBSITE - --------------------------------------------------------------------------------------------------------------------------------- Top ten holdings as of month-end 15 days after month-end Until posting of the following month's top ten holdings - --------------------------------------------------------------------------------------------------------------------------------- Complete portfolio holdings as of 30 days after calendar quarter-end For one year calendar quarter-end - ---------------------------------------------------------------------------------------------------------------------------------
A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio holdings is available in the fund's Statement of Additional Information, which is available at http://www.aiminvestments.com. 6 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ FUND MANAGEMENT - -------------------------------------------------------------------------------- THE ADVISOR A I M Advisors, Inc. (the advisor or AIM) serves as the fund's investment advisor and is responsible for its day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises all aspects of the fund's operations and provides investment advisory services to the fund, including obtaining and evaluating economic, statistical and financial information to formulate and implement investment programs for the fund. The advisor has acted as an investment advisor since its organization in 1976. Today, the advisor, together with its subsidiaries, advises or manages over 200 investment portfolios, including the fund, encompassing a broad range of investment objectives. On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlements. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC. Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM funds, IFG, AIM, ADI and/or related entities and individuals in the future. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the fund's Statement of Additional Information. As a result of the matters discussed above, investors in the AIM funds might react by redeeming their investments. This might require the funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the funds. ADVISOR COMPENSATION During the fiscal year ended October 31, 2006, the advisor received compensation of 0.54% of average daily net assets, after fee waivers. A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended October 31, 2006. PORTFOLIO MANAGER(S) The following individuals are jointly and primarily responsible for the day-to-day management of the fund's portfolio: - - Bret W. Stanley (lead manager), Senior Portfolio Manager, who has been responsible for the fund since 1999 and has been associated with the advisor and/or its affiliates since 1998. As the lead manager, Mr. Stanley generally has final authority over all aspects of the fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings. The degree to which Mr. Stanley may perform these functions, and the nature of these functions, may change from time to time. - - R. Canon Coleman II, Portfolio Manager, who has been responsible for the fund since 2003 and has been associated with the advisor and/or its affiliates since 1999. - - Matthew W. Seinsheimer, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 1998. - - Michael J. Simon, Senior Portfolio Manager, who has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 2001. They are assisted by the advisor's Basic Value Team, which is comprised of portfolio managers and research analysts. Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the team may change from time to time. More information on these portfolio manager(s) and the team, including biographies of members of the team, may be found on the advisor's website (http://www.aiminvestments.com). The website is not part of this prospectus. 7 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ The fund's Statement of Additional Information provides additional information about the portfolio managers' investments in the fund, a description of their compensation structure, and information regarding other accounts they manage. OTHER INFORMATION - -------------------------------------------------------------------------------- SALES CHARGES Purchases of Class A shares of AIM Large Cap Basic Value Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to the contingent deferred sales charge listed in that section. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges listed in that section. Certain purchases of Class R shares may be subject to the contingent deferred sales charge listed in that section. DIVIDENDS AND DISTRIBUTIONS The fund expects that its distributions, if any, will consist primarily of capital gains. DIVIDENDS The fund generally declares and pays dividends, if any, annually. CAPITAL GAINS DISTRIBUTIONS The fund generally distributes long-term and short-term capital gains, if any, annually. 8 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended 2006 and 2005 has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request. Information prior to fiscal year 2005 was audited by other public accountants. For a discussion of how investments in IPOs affected the fund's performance, see the "Performance Information" section of this prospectus.
CLASS A ---------------------------------------------------------------- YEAR ENDED OCTOBER 31, ---------------------------------------------------------------- 2006 2005 2004 2003 2002 -------- -------- -------- -------- ------- Net asset value, beginning of period $ 13.52 $ 12.36 $ 11.39 $ 9.20 $ 10.94 - ------------------------------------------------------------------------------------------------------------------------------ Income from investment operations: Net investment income (loss)(a) 0.06 0.02 0.01 (0.00) 0.01 - ------------------------------------------------------------------------------------------------------------------------------ Net gains (losses) on securities (both realized and unrealized) 2.06 1.14 0.96 2.19 (1.75) ============================================================================================================================== Total from investment operations 2.12 1.16 0.97 2.19 (1.74) ============================================================================================================================== Net asset value, end of period $ 15.64 $ 13.52 $ 12.36 $ 11.39 $ 9.20 ______________________________________________________________________________________________________________________________ ============================================================================================================================== Total return(b) 15.68% 9.38% 8.52% 23.80% (15.90)% ______________________________________________________________________________________________________________________________ ============================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $126,700 $129,410 $150,190 $121,980 $94,387 ______________________________________________________________________________________________________________________________ ============================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.22%(c) 1.35% 1.33% 1.42% 1.38% - ------------------------------------------------------------------------------------------------------------------------------ Without fee waivers and/or expense reimbursements 1.28%(c) 1.37% 1.35% 1.42% 1.38% ============================================================================================================================== Ratio of net investment income (loss) to average net assets 0.40%(c) 0.15% 0.11% (0.01)% 0.11% ______________________________________________________________________________________________________________________________ ============================================================================================================================== Portfolio turnover rate 26% 9% 32% 41% 37% ______________________________________________________________________________________________________________________________ ==============================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (c) Ratios are based on average daily net assets of $130,242,872. 9 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS B ------------------------------------------------------ YEAR ENDED OCTOBER 31, ------------------------------------------------------ 2006 2005 2004 2003 2002 ------- ------- ------- ------- ------- Net asset value, beginning of period $ 13.06 $ 12.02 $ 11.15 $ 9.07 $ 10.86 - -------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss)(a) (0.05) (0.07) (0.07) (0.07) (0.06) - -------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.99 1.11 0.94 2.15 (1.73) ==================================================================================================================== Total from investment operations 1.94 1.04 0.87 2.08 (1.79) ==================================================================================================================== Net asset value, end of period $ 15.00 $ 13.06 $ 12.02 $ 11.15 $ 9.07 ____________________________________________________________________________________________________________________ ==================================================================================================================== Total return(b) 14.86% 8.65% 7.80% 22.93% (16.48)% ____________________________________________________________________________________________________________________ ==================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $60,627 $69,040 $84,896 $80,018 $63,977 ____________________________________________________________________________________________________________________ ==================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.97%(c) 2.03% 1.98% 2.07% 2.02% - -------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 2.03%(c) 2.05% 2.00% 2.07% 2.02% ==================================================================================================================== Ratio of net investment income (loss) to average net assets (0.35)%(c) (0.53)% (0.54)% (0.66)% (0.53)% ____________________________________________________________________________________________________________________ ==================================================================================================================== Portfolio turnover rate 26% 9% 32% 41% 37% ____________________________________________________________________________________________________________________ ====================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (c) Ratios are based on average daily net assets of $66,971,409.
CLASS C ------------------------------------------------------ YEAR ENDED OCTOBER 31, ------------------------------------------------------ 2006 2005 2004 2003 2002 ------- ------- ------- ------- ------- Net asset value, beginning of period $ 13.06 $ 12.02 $ 11.15 $ 9.07 $ 10.85 - -------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss)(a) (0.05) (0.07) (0.07) (0.07) (0.06) - -------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.98 1.11 0.94 2.15 (1.72) ==================================================================================================================== Total from investment operations 1.93 1.04 0.87 2.08 (1.78) ==================================================================================================================== Net asset value, end of period $ 14.99 $ 13.06 $ 12.02 $ 11.15 $ 9.07 ____________________________________________________________________________________________________________________ ==================================================================================================================== Total return(b) 14.78% 8.65% 7.80% 22.93% (16.41)% ____________________________________________________________________________________________________________________ ==================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $27,153 $26,593 $30,835 $26,566 $21,775 ____________________________________________________________________________________________________________________ ==================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.97%(c) 2.03% 1.98% 2.07% 2.02% - -------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 2.03%(c) 2.05% 2.00% 2.07% 2.02% ==================================================================================================================== Ratio of net investment income (loss) to average net assets (0.35)%(c) (0.53)% (0.54)% (0.66)% (0.53)% ____________________________________________________________________________________________________________________ ==================================================================================================================== Portfolio turnover rate 26% 9% 32% 41% 37% ____________________________________________________________________________________________________________________ ====================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (c) Ratios are based on average daily net assets of $26,859,072. 10 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS R -------------------------------------------------------- JUNE 3, 2002 (DATE SALES YEAR ENDED OCTOBER 31, COMMENCED) TO --------------------------------------- OCTOBER 31, 2006 2005 2004 2003 2002 ------ ------ ------ ------ ------------- Net asset value, beginning of period $13.44 $12.31 $11.36 $ 9.20 $ 11.60 - ---------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss)(a) 0.02 (0.00) (0.01) (0.02) (0.00) - ---------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 2.04 1.13 0.96 2.18 (2.40) ====================================================================================================================== Total from investment operations 2.06 1.13 0.95 2.16 (2.40) ====================================================================================================================== Net asset value, end of period $15.50 $13.44 $12.31 $11.36 $ 9.20 ______________________________________________________________________________________________________________________ ====================================================================================================================== Total return(b) 15.33% 9.18% 8.36% 23.48% (20.69)% ______________________________________________________________________________________________________________________ ====================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $1,736 $1,306 $ 991 $ 588 $ 8 ______________________________________________________________________________________________________________________ ====================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.47%(c) 1.53% 1.48% 1.57% 1.54%(d) - ---------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.53%(c) 1.55% 1.50% 1.57% 1.54%(d) ====================================================================================================================== Ratio of net investment income (loss) to average net assets 0.15%(c) (0.03)% (0.04)% (0.16)% (0.05)%(d) ______________________________________________________________________________________________________________________ ====================================================================================================================== Portfolio turnover rate(e) 26% 9% 32% 41% 37% ______________________________________________________________________________________________________________________ ======================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (c) Ratios are based on average daily net assets of $1,515,472. (d) Annualized. (e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
INVESTOR CLASS ------------------------------------------------------ SEPTEMBER 30, 2003 (DATE SALES YEAR ENDED OCTOBER 31, COMMENCED) TO -------------------------------- OCTOBER 31, 2006 2005 2004 2003 ------- ------- ------- ------------------ Net asset value, beginning of period $ 13.55 $ 12.37 $ 11.39 $10.98 - -------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income(a) 0.06 0.03 0.03 0.00 - -------------------------------------------------------------------------------------------------------------------- Net gains on securities (both realized and unrealized) 2.06 1.15 0.95 0.41 ==================================================================================================================== Total from investment operations 2.12 1.18 0.98 0.41 ==================================================================================================================== Net asset value, end of period $ 15.67 $ 13.55 $ 12.37 $11.39 ____________________________________________________________________________________________________________________ ==================================================================================================================== Total return(b) 15.65% 9.54% 8.60% 3.73% ____________________________________________________________________________________________________________________ ==================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $44,452 $62,838 $70,548 $ 178 ____________________________________________________________________________________________________________________ ==================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.22%(c) 1.28% 1.24% 1.25%(d) - -------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.28%(c) 1.30% 1.25% 1.25%(d) ==================================================================================================================== Ratio of net investment income to average net assets 0.40%(c) 0.22% 0.20% 0.16%(d) ____________________________________________________________________________________________________________________ ==================================================================================================================== Portfolio turnover rate(e) 26% 9% 32% 41% ____________________________________________________________________________________________________________________ ====================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (c) Ratios are based on average daily net assets of $61,370,806. (d) Annualized. (e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. 11 ------------- THE AIM FUNDS ------------- SHAREHOLDER INFORMATION - -------------------------------------------------------------------------------- In addition to the fund, AIM serves as investment advisor to many other retail mutual funds (the funds). The following information is about the retail classes of the funds. CHOOSING A SHARE CLASS All of the funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment relative to a less expensive class. In deciding which class of shares to purchase, you should consider, among other things, (i) the length of time you expect to hold your shares, (ii) the provisions of the distribution plan, if any, applicable to the class (iii) the eligibility requirements that apply to purchases of a particular class, and (iv) any services you may receive in making your investment determination. In addition, you should consider the other factors described below. Please contact your financial advisor to assist you in making your decision.
CLASS A(1) CLASS A3 CLASS B(4) CLASS C CLASS R INVESTOR CLASS - --------------------------------------------------------------------------------------------------------------- - - Initial sales - No initial - No initial sales - No initial - No initial - No initial charge sales charge charge sales charge sales charge sales charge - - Reduced or waived - No contingent - Contingent - Contingent - Generally, no - No contingent initial sales deferred sales deferred sales deferred sales contingent deferred sales charge for charge charge on charge on deferred sales charge certain redemptions redemptions charge(2) purchases(2) within six years within one year(7) - - Lower - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of distribution and 0.25% 1.00% 1.00%(8) 0.50% 0.25%(3) service (12b-1) fee than Class B, Class C or Class R shares (See "Fee Table and Expense Example")(3) - Does not - Converts to - Does not - Does not - Does not convert to Class A shares convert to convert to convert to Class A shares on or about the Class A shares Class A shares Class A shares end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of its reinvested dividends and distributions(5) - - Generally more - Available only - Purchase orders - Generally more - Generally, - Closed to new appropriate for for a limited limited to appropriate only available investors, long-term number of amount less than for short-term to employee except as investors funds $100,000(6) investors benefit described in - Purchase plans(10) the orders limited "Purchasing to amount less Shares -- Grandfathered than Investors" $1,000,000(9) section of your prospectus - ---------------------------------------------------------------------------------------------------------------
Certain funds also offer Institutional Class shares to certain eligible institutional investors; consult the fund's Statement of Additional Information for the Institutional Class shares for details. AIM Summit Fund also offers Class P shares which are not offered to members of the general public. (1) As of the close of business on October 30, 2002, Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund were closed to new investors. (2) A contingent deferred sales charge may apply in some cases. (3) Class A shares of AIM Tax-Free Intermediate Fund and Investor Class shares of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do not have a 12b-1 fee. (4) Class B shares are not available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code. These plans include 401(k) plans (including AIM Solo 401(k) plans), money purchase pension plans and profit sharing plans. Plans that have existing accounts invested in Class B shares will continue to be allowed to make additional purchases. (5) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares. (6) Any purchase order for Class B shares in an amount equal to or in excess of $100,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation. (7) A contingent deferred sales charge (CDSC) does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you exchange Class C shares of another fund that are subject to a CDSC into AIM LIBOR Alpha Fund or AIM Short Term Bond Fund. (8) Class C shares of AIM Floating Rate Fund have a Rule 12b-1 fee of 0.75%. (9) Any purchase order for Class C shares in an amount equal to or in excess of $1,000,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation. (10) Generally, Class R shares are only available to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, 457 of the Internal Revenue Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Internal Revenue Code, respectively; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Internal Revenue Code. Retirement plans maintained pursuant to Section 401 generally include 401(k) plans, profit sharing plans, money purchase pension plans, and defined benefit plans. Retirement plans maintained pursuant to Section 403 must be established and maintained by non-profit organizations operating pursuant to Section 501(c)(3) of the Internal Revenue Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs. - -------------------------------------------------------------------------------- MCF--02/07 A-1 ------------- THE AIM FUNDS ------------- DISTRIBUTION AND SERVICE (12b-1) FEES Each fund (except AIM Tax-Free Intermediate Fund with respect to its Class A shares and AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio with respect to their Investor Class shares) has adopted 12b-1 plans that allow the fund to pay distribution fees to A I M Distributors, Inc. (ADI) for the sale and distribution of its shares and fees for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. SALES CHARGES Sales charges on the funds and classes of those funds are detailed below. In addition, information on sales charges is also available, free of charge, on the fund's website, www.aiminvestments.com under the tab "My Account", Service Center, as well as in the fund's Statement of Additional Information, which is also available free of charge. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge. INITIAL SALES CHARGES The funds are grouped into four categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular fund is classified. CATEGORY I INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 25,000 5.50% 5.82% $ 25,000 but less than $ 50,000 5.25 5.54 $ 50,000 but less than $ 100,000 4.75 4.99 $100,000 but less than $ 250,000 3.75 3.90 $250,000 but less than $ 500,000 3.00 3.09 $500,000 but less than $1,000,000 2.00 2.04 - -------------------------------------------------------------------------------
CATEGORY II INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 50,000 4.75% 4.99% $ 50,000 but less than $ 100,000 4.00 4.17 $100,000 but less than $ 250,000 3.75 3.90 $250,000 but less than $ 500,000 2.50 2.56 $500,000 but less than $1,000,000 2.00 2.04 - -------------------------------------------------------------------------------
CATEGORY III INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 100,000 1.00% 1.01% $100,000 but less than $ 250,000 0.75 0.76 $250,000 but less than $1,000,000 0.50 0.50 - -------------------------------------------------------------------------------
CATEGORY IV INITIAL SALES CHARGES - ------------------------------------------------------------------------------
INVESTOR'S SALES CHARGE --------------------------- AMOUNT OF INVESTMENT AS A % OF AS A % OF IN SINGLE TRANSACTION OFFERING PRICE INVESTMENT - ------------------------------------------------------------------------------- Less than $ 100,000 2.50% 2.56% $100,000 but less than $ 250,000 2.00 2.04 $250,000 but less than $ 500,000 1.50 1.52 $500,000 but less than $1,000,000 1.25 1.27 - -------------------------------------------------------------------------------
SHARES SOLD WITHOUT A SALES CHARGE You will not pay: - - an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund or AIM Cash Reserve Shares of AIM Money Market Fund; - - an initial sales charge or a contingent deferred sales charge (CDSC) on Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund; - - an initial sales charge or a CDSC on Investor Class shares of any fund; or - - an initial sales charge on purchase of Class P shares of AIM Summit Fund. PURCHASE OF CLASS A SHARES AT NET ASSET VALUE Certain categories of persons are permitted to purchase Class A shares of the funds without paying an initial sales charge because their transactions involve little expense, such as persons who have a relationship with the funds or with AIM and certain programs for purchase. Accordingly, the following purchasers will not pay initial sales charges on purchases of Class A shares: - - A I M Management Group Inc., and its affiliates, or their clients; - - Any current or retired officer, director, trustee or employee (and members of their Immediate Family) of A I M Management Group Inc., its affiliates or The AIM Family of Funds, and any foundation, trust, employee benefit plan or deferred compensation plan established exclusively for the benefit of, or by, such persons; - - Sales representatives and employees (and members of their Immediate Family) of selling group members of financial institutions that have arrangements with such selling group members; MCF--02/07 A-2 ------------- THE AIM FUNDS ------------- - - Purchases through approved fee-based programs; - - Employer-sponsored retirement plans that are Qualified Purchasers, provided that: a. a plan's assets are at least $1 million; b. there are at least 100 employees eligible to participate in the plan; or c. all plan transactions are executed through a single omnibus account per AIM fund and the financial institution or service organization has entered into the appropriate agreement with the distributor; further provided that retirement plans maintained pursuant to Section 403(b) of the Internal Revenue Code of 1986, as amended, (the Code) are not eligible to purchase shares at net asset value based on the aggregate investment made by the plan or the number of eligible employees unless the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code; - - Shareholders of Investor Class shares of an AIM fund; - - Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code; - - Insurance company separate accounts; - - Transfers to IRAs that are attributable to AIM fund investments held in 403(b)(7)s, SIMPLEs, SEPs, SARSEPs, Traditional or Roth IRAs; and - - Rollovers from AIM-held 403(b)(7)s, 401(K)s, SEPs, SIMPLEs, SARSEPs, Money Purchase Plans, and Profit Sharing Plans if the assets are transferred to an AIM IRA. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, or a description of any defined term used above, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds at net asset value. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%. If you currently own Class A shares of a Category I, II or IV fund and make additional purchases at net asset value that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC. Some retirement plans can purchase Class A shares at their net asset value per share. If ADI paid a concession to the dealer of record in connection with a Large Purchase of Class A shares by a retirement plan, the Class A shares may be subject to a 1% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the plan's initial purchase. You may be charged a CDSC when you redeem AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC. ADI may pay a dealer concession and/or a service fee for Large Purchases and purchases by certain retirement plans. CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT-TERM BOND FUND You can purchase Class B and Class C shares at their net asset value per share. However, when you redeem them, they are subject to a CDSC in the following percentages:
YEAR SINCE PURCHASE MADE CLASS B CLASS C - -------------------------------------------------------------------------------- First 5% 1% Second 4 None Third 3 None Fourth 3 None Fifth 2 None Sixth 1 None Seventh and following None None - --------------------------------------------------------------------------------
CONTINGENT DEFERRED SALES CHARGES FOR CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT-TERM BOND FUND You can purchase Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund at their net asset value and not subject to a CDSC. However, you may be charged a CDSC when you redeem Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC. CONTINGENT DEFERRED SALES CHARGES FOR CLASS R SHARES You can purchase Class R shares at their net asset value per share. If ADI pays a concession to the dealer of record, however, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within 12 months from the date of the retirement plan's initial purchase. COMPUTING A CDSC The CDSC on redemptions of shares is computed based on the lower of their original purchase price or current market value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, we will assume that you are redeeming shares on which there is no CDSC first and, then, shares in the order of purchase. REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS You may qualify for reduced sales charges or sales charge exceptions. To qualify for these reductions or exceptions, you or your financial advisor must notify the transfer agent at the time of purchase that your purchase qualifies for such treatment. Certain individuals and employer-sponsored retirement plans may link accounts for the purpose of qualifying for lower initial sales charges. You or your financial consultant must provide other account numbers to be MCF--02/07 A-3 ------------- THE AIM FUNDS ------------- considered for Rights of Accumulation, or mark the Letter of Intent section on the account application, or provide other relevant documentation, so that the transfer agent can verify your eligibility for the reduction or exception. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. REDUCED SALES CHARGES You may be eligible to buy Class A shares at reduced initial sales charge rates under Rights of Accumulation or Letters of Intent under certain circumstances. Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Investor Class shares of any fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges pursuant to Rights of Accumulation or Letters of Intent. RIGHTS OF ACCUMULATION You may combine your new purchases of Class A shares of a fund with fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(SM) for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable initial sales charge for the new purchase is based on the total of your current purchase and the public offering price of all other shares you own. The transfer agent may automatically link certain accounts registered in the same name, with the same taxpayer identification number, for the purpose of qualifying you for lower initial sales charge rates. LETTERS OF INTENT Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of the funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full face amount of the LOI is not invested by the end of the 13-month period, your account will be adjusted to the higher initial sales charge level for the amount actually invested. INITIAL SALES CHARGE EXCEPTIONS You will not pay initial sales charges - - on shares purchased by reinvesting dividends and distributions; - - when exchanging shares among certain funds; or - - when a merger, consolidation, or acquisition of assets of a fund occurs. CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS You will not pay a CDSC - - if you redeem Class B shares you held for more than six years; - - if you redeem Class C shares you held for more than one year; - - if you redeem Class C shares of a fund other than AIM LIBOR Alpha Fund or AIM Short Term Bond Fund and you received such Class C shares by exchanging Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund; - - if you redeem Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received such Class C shares by exchanging Class C shares of another fund and the original purchase was subject to a CDSC; - - if you are a participant in a retirement plan and your plan redeems, at any time, less than all of the Class A, C or Class R shares held through such plan that would otherwise be subject to a CDSC; - - if you are a participant in a retirement plan and your plan redeems, after having held them for more than one year from the date of the plan's initial purchase, all of the Class A, C or Class R shares held through such plan that would otherwise be subject to a CDSC; - - if you are a participant in a qualified retirement plan and redeem Class A, Class C or Class R shares in order to fund a distribution; - - if you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period; - - if you redeem shares to pay account fees; - - for redemptions following the death or post-purchase disability of a shareholder or beneficial owner; - - if you redeem shares acquired through reinvestment of dividends and distributions; and - - on increases in the net asset value of your shares. There may be other situations when you may be able to purchase or redeem shares at reduced or without sales charges. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge. CLASS P SHARES In addition to the share classes discussed above, the AIM Summit Fund has Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the "Summit Plans"). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may continue to purchase Class P shares until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a MCF--02/07 A-4 ------------- THE AIM FUNDS ------------- scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option. ADDITIONAL PAYMENTS TO FINANCIAL ADVISORS The financial advisor through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI or one or more of its corporate affiliates (collectively, ADI Affiliates) may make additional cash payments to financial advisors in connection with the promotion and sale of shares of the funds. These additional cash payments may include cash revenue sharing payments and other payments for certain administrative services, transaction processing services and certain other marketing support services. ADI Affiliates make these payments from their own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans. In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with ADI Affiliates. ADI Affiliates make revenue sharing payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits ADI Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, placing the funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including the funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The revenue sharing payments ADI Affiliates make may be calculated on sales of shares of the funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM funds attributable to that particular financial advisor (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of the funds and Asset-Based Payments primarily create incentives to retain previously sold shares of the funds in investor accounts. ADI Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments. ADI Affiliates also may make other payments to certain financial advisors for processing certain transactions or account maintenance activities (such as processing purchases, redemptions or exchanges or producing customer account statements) or for providing certain other marketing support services (such as financial assistance for conferences, seminars or sales or training programs at which ADI Affiliates personnel may make presentations on the funds to the financial advisor's sales force). Financial advisors may earn profits on these payments for these services, since the amount of the payment may exceed the cost of providing the service. Certain of these payments are subject to limitations under applicable law. ADI Affiliates are motivated to make the payments described above since they promote the sale of fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of the funds or retain shares of the funds in their clients' accounts, ADI Affiliates benefit from the incremental management and other fees paid to ADI Affiliates by the funds with respect to those assets. You can find further details in the fund's Statement of Additional Information about these payments and the services provided by financial advisors. In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in this prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the funds, as well as about fees and/or commissions it charges. EXCESSIVE SHORT-TERM TRADING ACTIVITY DISCLOSURES While the funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the funds' shares (i.e., a purchase of fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of fund shares held by long-term investors may be diluted. The Boards of Trustees have adopted policies and procedures designed to discourage excessive or short-term trading of fund shares for all funds except the money market funds. However, there is the risk that these funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These funds may alter their policies at any time without prior notice to shareholders if the advisor believes the change would be in the best interests of long-term shareholders. AIM and its affiliates (collectively, AIM Affiliates) currently use the following tools designed to discourage excessive short-term trading in the retail funds: (1) trade activity monitoring; (2) trading guidelines; MCF--02/07 A-5 ------------- THE AIM FUNDS ------------- (3) redemption fee on trades in certain funds; and (4) use of fair value pricing consistent with procedures approved by the Boards of Trustees of the funds. Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. The AIM Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests. Money Market Funds. The Boards of Trustees of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the money market funds) have not adopted any policies and procedures, such as limits on exchanges or redemption fees, that would limit frequent purchases and redemptions of such funds' shares. The Boards considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described below. Nonetheless, to the extent that the fund must maintain additional cash and/or securities with shorter-term durations than may otherwise be required, or with respect to Premier Tax-Exempt Portfolio, must borrow to honor redemption requests, the fund's yield could be negatively impacted. The Boards do not believe that it is appropriate to adopt any such policies and procedures for the money market funds for the following reasons: - - The money market funds are offered to investors as cash management vehicles. Investors must perceive an investment in such funds as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently. - - One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such funds. - - The money market funds' portfolio securities are valued on the basis of amortized cost, and such funds seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities. - - Because the money market funds seek to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in such funds. Imposition of redemption fees would run contrary to investor expectations. TRADE ACTIVITY MONITORING The AIM Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the AIM Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder's accounts other than exchanges into a money market fund. AIM Affiliates will use reasonable efforts to apply the fund's policies uniformly given the practical limitations described above. The ability of the AIM Affiliates to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading. TRADING GUIDELINES If you exceed four exchanges out of a fund (other than an AIM-sponsored retail money market fund) per calendar year, or a fund or an AIM Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each fund and the AIM Affiliates reserve the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if they believe that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. The movement out of one fund (redemption) and into one or more other funds (purchase) on the same day shall be counted as one exchange. Exchanges effected as part of programs that have been determined by an AIM Affiliate to be non-discretionary, such as dollar cost averaging, portfolio rebalancing, or other automatic non-discretionary programs that involve exchanges, generally will not be counted toward the trading guidelines limitation of four exchanges out of a fund per calendar year. The ability of the AIM Affiliates to monitor exchanges made by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to implement these trading guidelines and may be further limited by systems limitations applicable to those types of accounts. Some investments in the funds are made indirectly through vehicles such as qualified tuition plans, variable annuity and insurance contracts, and funds of funds which use the funds as underlying investments (each a conduit investment vehicle). If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to impose exchange limitations on individual transactions MCF--02/07 A-6 ------------- THE AIM FUNDS ------------- initiated by investors who have invested in the funds through the conduit investment vehicle. REDEMPTION FEE You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 30 days of purchase. See "Redeeming Shares -- Redemption Fee" for more information. The ability of a fund to assess a redemption fee on the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to assess such fees and may be further limited by systems limitations applicable to these types of accounts. For additional discussion of the applicability of redemption fees on shares of the fund held through omnibus accounts, retirement plan accounts, approved fee-based program accounts and conduit investment vehicles, see "Redeeming Shares -- Redemption Fee". FAIR VALUE PRICING Securities owned by a fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board of Trustees of the fund. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. See "Pricing of Shares -- Determination of Net Asset Value" for more information. PURCHASING SHARES If you hold your shares through a broker/dealer or other financial institution, your eligibility to purchase those shares, the conditions for purchase and sale, and the minimum and maximum amounts allowed may differ depending on that institution's policies. MINIMUM INVESTMENTS PER FUND ACCOUNT There are no minimum investments with respect to Class P or R shares for fund accounts. The minimum investments with respect to Class A, A3, B and C shares and Investor Class shares for fund accounts are as follows:
INITIAL ADDITIONAL TYPE OF ACCOUNT INVESTMENTS INVESTMENTS - ------------------------------------------------------------------------------------------------------------------------- Employer-Sponsored Retirement Plans (includes section 401, $ 0 ($25 per fund investment for $25 403 and 457 plans, and SEP, SARSEP and SIMPLE IRA plans) salary deferrals from Employer-Sponsored Retirement Plans) Systematic Purchase Plan 50 50 IRA, Roth IRA or Coverdell ESA 250 25 All other accounts 1,000 50 ADI has the discretion to accept orders for lesser amounts. - -------------------------------------------------------------------------------------------------------------------------
HOW TO PURCHASE SHARES You may purchase shares using one of the options below. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the fund verify and record your identifying information. PURCHASE OPTIONS - --------------------------------------------------------------------------------
OPENING AN ACCOUNT ADDING TO AN ACCOUNT - ---------------------------------------------------------------------------------------------------------------------------------- Through a Financial Advisor Contact your financial advisor. Same By Mail Mail completed account application and check Mail your check and the remittance slip from your to the transfer agent, AIM Investment confirmation statement to the transfer agent. Services, Inc., P.O. Box 4739, Houston, TX 77210-4739. By Wire Mail completed account application to the Call the transfer agent to receive a reference transfer agent. Call the transfer agent at number. Then, use the wire instructions at left. (800) 959-4246 to receive a reference number. Then, use the following wire instructions: Beneficiary Bank ABA/Routing #: 021000021 Beneficiary Account Number: 00100366807 Beneficiary Account Name: AIM Investment Services, Inc. RFB: Fund Name, Reference # OBI: Your Name, Account #
MCF--02/07 A-7 ------------- THE AIM FUNDS -------------
OPENING AN ACCOUNT ADDING TO AN ACCOUNT - ---------------------------------------------------------------------------------------------------------------------------------- By Telephone Open your account using one of the methods Select the AIM Bank Connection--Servicemark-- described above. option on your completed account application or complete an AIM Bank Connection form. Mail the application or form to the transfer agent. Once the transfer agent has received the form, call the transfer agent to place your purchase order. Call the AIM 24-hour Automated Investor Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested. By Internet Open your account using one of the methods Access your account at www.aiminvestments.com. described above. The proper bank instructions must have been provided on your account. You may not purchase shares in retirement accounts on the internet. - ----------------------------------------------------------------------------------------------------------------------------------
GRANDFATHERED INVESTORS Investor Class shares of a fund may be purchased only by: (1) persons or entities who had established an account, prior to April 1, 2002, in Investor Class shares of any of the funds currently distributed by ADI (the Grandfathered Funds) and have continuously maintained such account in Investor Class shares since April 1, 2002; (2) any person or entity listed in the account registration for any Grandfathered Funds, which account was established prior to April 1, 2002 and continuously maintained since April 1, 2002, such as joint owners, trustees, custodians and designated beneficiaries; (3) customers of certain financial institutions, wrap accounts or other fee-based advisory programs, or insurance company separate accounts, which have had relationships with ADI and/or any of the Grandfathered Funds prior to April 1, 2002 and continuously maintained such relationships since April 1, 2002; (4) defined benefit, defined contribution and deferred compensation plans; and (5) fund trustees, employees of AMVESCAP PLC and its subsidiaries, AMVESCAP directors, and their immediate families. SPECIAL PLANS SYSTEMATIC PURCHASE PLAN You can arrange for periodic investments in any of the funds by authorizing the transfer agent to withdraw the amount of your investment from your bank account on a day or dates you specify and in an amount of at least $50. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. DOLLAR COST AVERAGING Dollar Cost Averaging allows you to make automatic monthly or quarterly exchanges, if permitted, from one fund account to one or more other fund accounts with the identical registration. The account from which exchanges are to be made must have a minimum balance of $5,000 before you can use this option. Exchanges will occur on (or about) the day of the month you specify, in the amount you specify. Dollar Cost Averaging cannot be set up for the 29th through the 31st of the month. The minimum amount you can exchange to another fund is $50. You may participate in a dollar cost averaging program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Dollar Cost Averaging program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year. AUTOMATIC DIVIDEND INVESTMENT All of your dividends and distributions may be paid in cash or invested in any fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You may invest your dividends and distributions per the rules listed in the "Permitted Exchanges" section. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund: (1) Your account balance (a) in the fund paying the dividend must be at least $5,000; and (b) in the fund receiving the dividend must be at least $500; and (2) Both accounts must have identical registration information. PORTFOLIO REBALANCING PROGRAM If you have at least $5,000 in your account, you may participate in the Portfolio Rebalancing Program. Under this Program, you can designate how the total value of your fund holdings should be rebalanced, on a percentage basis, between two and ten of your funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your funds for shares of the same class of one or more other funds in your portfolio. Rebalancing will NOT occur if your portfolio is within 2% of your stated allocation. If you wish to participate in the Program, make changes or cancel the Program, the transfer agent must receive your request to participate, changes, or cancellation in good order at least five business days prior to the next rebalancing date, which is normally the 28th day of the last month of the period you choose. You may realize taxable gains from these exchanges. We may modify, suspend or terminate the Program at any time on 60 days prior written notice. You may participate in a portfolio rebalancing program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Portfolio Rebalancing Program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year. MCF--02/07 A-8 ------------- THE AIM FUNDS ------------- RETIREMENT PLANS Shares of most of the funds can be purchased through tax-sheltered retirement plans made available to corporations, individuals and employees of non-profit organizations and public schools. A plan document must be adopted to establish a retirement plan. You may use ADI sponsored retirement plans, which include IRAs, Roth IRAs, SIMPLE IRA plans, SEP/SARSEP plans, 403(b) plans, Solo 401(k) plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. AIM Investment Services, Inc. assesses certain fees associated with the maintenance of certain types of retirement plan accounts and the provision of specialized recordkeeping services for those plan accounts. ADI also assesses certain fees associated with the maintenance of retirement plan documents for which it acts as the prototype sponsor. Contact your financial advisor for details. - -------------------------------------------------------------------------------- EACH FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO: - REJECT OR CANCEL ALL OR ANY PART OF ANY PURCHASE OR EXCHANGE ORDER; - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY FUND; - REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE SYSTEMATIC PURCHASE PLAN AND SYSTEMATIC REDEMPTION PLAN OPTIONS ON THE SAME ACCOUNT; OR - SUSPEND, CHANGE OR WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS. - -------------------------------------------------------------------------------- REDEEMING SHARES REDEMPTION FEE You may be charged a 2% redemption fee (on redemption proceeds) if you redeem, including redeeming by exchange, shares of the following funds within 30 days of their purchase: AIM Advantage Health AIM Global Value Fund Sciences Fund AIM Gold & Precious Metals Fund AIM Asia Pacific Growth Fund AIM High Yield Fund AIM China Fund AIM International Allocation Fund AIM Developing Markets Fund AIM International Core Equity Fund AIM European Growth Fund AIM International Growth Fund AIM European Small Company AIM International Small Company Fund Fund AIM International Total Return Fund AIM Floating Rate Fund AIM Japan Fund AIM Global Aggressive Growth AIM S&P 500 Index Fund Fund AIM Trimark Fund AIM Global Equity Fund AIM Global Growth Fund AIM Global Health Care Fund AIM Global Real Estate Fund
The redemption fee will be retained by the fund from which you are redeeming shares (including redemptions by exchange), and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the fund. The redemption fee is imposed to the extent that the number of fund shares you redeem exceeds the number of fund shares that you have held for more than 30 days. In determining whether the minimum 30 day holding period has been met, only the period during which you have held shares of the fund from which you are redeeming is counted. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last. The 2% redemption fee generally will not be charged on transactions involving the following: (1) total or partial redemptions of shares by omnibus accounts maintained by brokers that do not have the systematic capability to process the redemption fee; (2) total or partial redemptions of shares by approved fee-based programs that do not have the systematic capability to process the redemption fee; (3) total or partial redemptions of shares held through retirement plans maintained pursuant to Sections 401, 403, 408, 408A and 457 of the Internal Revenue Code (the Code) where the systematic capability to process the redemption fee does not exist; (4) total or partial redemptions effectuated by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and insurance company separate accounts which use the funds as underlying investments; (5) total or partial redemptions effectuated pursuant to an automatic non-discretionary rebalancing program or a systematic withdrawal plan established with the funds or a financial intermediary; (6) total or partial redemptions requested within 30 days following the death or post-purchase disability of (i) any registered shareholder on an account or (ii) the settlor of a living trust which is the registered shareholder of an account, of shares held in the account at the time of death or initial determination of post-purchase disability; (7) total or partial redemption of shares acquired through investment of dividends and other distributions; or (8) redemptions initiated by a fund. The AIM Affiliates' goals are to apply the redemption fee on all classes of shares of the above funds regardless of the type of account in which such shares are held. This goal is not immediately achievable because of systems limitations and marketplace resistance. Brokers that maintain omnibus accounts, sponsors of fee-based program accounts and retirement plan administrators for accounts that are exempt from the redemption fee pursuant to (1) through (8) above may impose a redemption fee that has different characteristics, which may be more or less restrictive, than those set forth above. Some investments in the funds are made indirectly through conduit investment vehicles. If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to assess MCF--02/07 A-9 ------------- THE AIM FUNDS ------------- redemption fees on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle. In these cases, the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the conduit investment vehicle in a fund. The funds have the discretion to waive the 2% redemption fee if a fund is in jeopardy of losing its registered investment company qualification for tax purposes. Your broker or financial advisor may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC) in addition to the redemption fee. REDEMPTION OF CLASS A SHARES AND AIM CASH RESERVE SHARES ACQUIRED BY EXCHANGE If you purchase $1,000,000 or more of Class A shares of any fund, or if you make additional purchases of Class A shares at net asset value, your shares may be subject to a CDSC upon redemption as described below.
SHARES INITIALLY SHARES HELD CDSC APPLICABLE UPON PURCHASED AFTER AN EXCHANGE REDEMPTION OF SHARES --------- ----------------- -------------------- - - Class A shares of Category - Class A shares of Category I, - 1% if shares are redeemed I, II or IV Fund II or IV Fund within 18 months of initial - Class A shares of Category III purchase of Category I, II or Fund(2) IV Fund - AIM Cash Reserve Shares of AIM Money Market Fund - - Class A shares of Category - Class A shares of Category I, - 1% if shares are redeemed III Fund(1) II or IV Fund within 18 months of initial purchase of Category III Fund shares - - Class A shares of Category - Class A shares of Category III - No CDSC III Fund(1) Fund(2) - Class A shares of AIM Tax- Exempt Cash Fund - AIM Cash Reserve Shares of AIM Money Market
(1) As of the close of business on October 30, 2002, only existing shareholders of Class A shares of a Category III Fund may purchase such shares. (2) Class A shares of a Category I, II, III or IV Fund may not be exchanged for Class A shares of a Category III Fund. HOW TO REDEEM SHARES - -------------------------------------------------------------------------------- Through a Financial Advisor Contact your financial advisor, including your retirement plan or program sponsor. By Mail Send a written request to the transfer agent. Requests must include (1) original signatures of all registered owners/trustees; (2) the name of the fund and your account number; (3) if the transfer agent does not hold your shares, endorsed share certificates or share certificates accompanied by an executed stock power; and (4) signature guarantees, if necessary (see below). The transfer agent may require that you provide additional information, such as corporate resolutions or powers of attorney, if applicable. If you are redeeming from an IRA account, you must include a statement of whether or not you are at least 59 1/2 years old and whether you wish to have federal income tax withheld from your proceeds. The transfer agent may require certain other information before you can redeem from an employer-sponsored retirement plan. Contact your employer for details. By Telephone Call the transfer agent at 1-800-959-4246 or our AIM 24-hour Automated Investor Line at 1-800-246-5463. You will be allowed to redeem by telephone if (1) the proceeds are to be mailed to the address on record (if there has been no change communicated to us within the last 30 days) or transferred electronically to a pre-authorized checking account; (2) you do not hold physical share certificates; (3) you can provide proper identification information; (4) the proceeds of the redemption do not exceed $250,000; and (5) you have not previously declined the telephone redemption privilege. Certain retirement accounts and 403(b) plans, may not be redeemed by telephone. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must receive your call during the hours of the customary trading session of the New York Stock Exchange (NYSE) in order to effect the redemption at that day's closing price. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must receive your call before the last net asset value determination on a business day in order to effect the redemption at that day's closing price. You may, with limited exceptions, redeem from an IRA account by telephone. Redemptions from other types of retirement accounts may be requested in writing. By Internet Place your redemption request at www.aiminvestments.com. You will be allowed to redeem by internet if (1) you do not hold physical share certificates; (2) you can provide proper identification information; (3) the proceeds of the redemption do not exceed $250,000; and (4) you have already provided proper bank information. AIM prototype retirement accounts may not be redeemed on the internet. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must confirm your transaction during the hours of the customary trading session of the NYSE in order to effect the redemption at that day's closing price. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent must confirm your transaction before the last net asset value determination on a business day in order to effect the redemption at that day's closing price.
- -------------------------------------------------------------------------------- MCF--02/07 A-10 ------------- THE AIM FUNDS ------------- TIMING AND METHOD OF PAYMENT We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check, you will be required to wait up to ten business days before we will send your redemption proceeds. This delay is necessary to ensure that the purchase check has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted. REDEMPTION BY MAIL If you mail us a request in good order to redeem your shares, we will mail you a check in the amount of the redemption proceeds to the address on record with us. If your request is not in good order, you may have to provide us with additional documentation in order to redeem your shares. REDEMPTION BY TELEPHONE If you redeem by telephone, we will mail you a check in the amount of the redemption proceeds to your address of record (if there has been no change communicated to the transfer agent within the previous 30 days) or transmit them electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine, but we are not liable for telephone instructions that are reasonably believed to be genuine. REDEMPTION BY INTERNET If you redeem by internet, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by internet are genuine, but we are not liable for internet instructions that are reasonably believed to be genuine. PAYMENT FOR SYSTEMATIC REDEMPTIONS You may arrange for regular monthly or quarterly withdrawals from your account of at least $50. You also may make annual withdrawals if you own Class A shares. We will redeem enough shares from your account to cover the amount withdrawn. You must have an account balance of at least $5,000 to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent. EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY) If we receive your redemption order before 11:30 a.m. Eastern Time, we will try to transmit payment of redemption proceeds on that same day. If we receive your redemption order after 11:30 a.m. Eastern Time and before the close of the customary trading session of the NYSE, we generally will transmit payment on the next business day. REDEMPTIONS BY CHECK (CLASS A SHARES OF AIM TAX-EXEMPT CASH FUND, AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND AND INVESTOR CLASS SHARES OF AIM MONEY MARKET FUND, AIM TAX-EXEMPT CASH FUND, PREMIER PORTFOLIO, PREMIER TAX-EXEMPT PORTFOLIO AND PREMIER U.S. GOVERNMENT MONEY PORTFOLIO ONLY) You may redeem shares of these funds by writing checks in amounts of $250 or more if you have completed an authorization form. Redemption by check is not available for retirement accounts. SIGNATURE GUARANTEES We require a signature guarantee when you redeem by mail and (1) the amount is greater than $250,000; (2) you request that payment be made to someone other than the name registered on the account; (3) you request that payment be sent somewhere other than the bank of record on the account; or (4) you request that payment be sent to a new address or an address that changed in the last 30 days. The transfer agent will accept a guarantee of your signature by a number of financial institutions. Call the transfer agent for additional information. Some institutions have transaction amount maximums for these guarantees. Please check with the guarantor institution. REDEMPTIONS IN KIND Although the funds generally intend to pay redemption proceeds solely in cash, the funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). REDEMPTIONS BY THE FUNDS If your account (Class A, Class A3, Class B, Class C and Investor Class shares only) has been open at least one year, you have not made an additional purchase in the account during the past six calendar months, and the value of your account falls below $500 ($250 for Investor Class shares) for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the funds have the right to redeem the account after giving you 60 days' prior written notice. You may avoid having your account redeemed during the notice period by bringing the account value up to $500 ($250 for Investor Class shares) or by utilizing the Automatic Investment Plan. If the fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or the fund is not able to verify your identity as required by law, the fund may, at its discretion, redeem the account and distribute the proceeds to you. EXCHANGING SHARES You may, under certain circumstances, exchange shares in one fund for those of another fund. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. Before requesting an exchange, review the prospectus of the fund you wish to acquire. Exchange privileges also apply to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992. You may be charged a redemption fee on certain redemptions, including exchanges. See "Redeeming Shares -- Redemption Fee." MCF--02/07 A-11 ------------- THE AIM FUNDS ------------- PERMITTED EXCHANGES Except as otherwise stated under "Exchanges Not Permitted," you generally may exchange your shares for shares of the same class of another fund.
- ------------------------------------------------------------------------------------------------------------------------------------ EXCHANGE FROM EXCHANGE TO ALLOWED PROHIBITED - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class A, A3, Investor Class, or AIM Cash Reserve Shares. Exceptions are: - Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - Class A Shares of AIM Limited Maturity Treasury Fund, X AIM Tax-Exempt Cash Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class B, C, P, R or Institutional Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class A3 Class A, A3, Investor Class, or AIM Cash Reserve Shares. Exceptions are: - Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be X exchanged for Class A Shares of those funds. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ Class A3 Class B, C, P, R or Institutional Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class B Class B. X - ------------------------------------------------------------------------------------------------------------------------------------ Class B Class A, A3, C, P, R, AIM Cash Reserve Shares, Institutional or Investor Class Shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class C Class C. X - ------------------------------------------------------------------------------------------------------------------------------------ Class C Class A, A3, B, P, R, AIM Cash Reserve Shares, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class R Class R X - ------------------------------------------------------------------------------------------------------------------------------------ Class R Class A, A3, B, C, P, AIM Cash Reserve Shares, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ AIM Cash Reserve Shares Class A, A3, B, C, R, or Investor Class shares. Exceptions are: - Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - Shares to be exchanged for Class B, C or R shares X must not have been acquired by exchange from Class A shares of any fund. - Investor Class Shares of all funds are currently offered to new investors only on a limited basis. - ------------------------------------------------------------------------------------------------------------------------------------ AIM Cash Reserve Shares Class P or Institutional Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Class Institutional Class X - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Class Class A, A3, B, C, P, R, AIM Cash Reserve Shares or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Investor Class A, A3, or Investor Class. Exceptions are: - Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares. X - Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund are currently closed to new investors. - ------------------------------------------------------------------------------------------------------------------------------------ Investor Class Class B, C, P, R, AIM Cash Reserve Shares or Institutional Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------ Class P Class A, A3, or AIM Cash Reserve Shares. Exceptions are: - Class A shares of AIM Limited Maturity Treasury Fund X and AIM Tax-Free Intermediate Fund are currently closed to new investors. - ------------------------------------------------------------------------------------------------------------------------------------ Class P Class B, C, R, Institutional or Investor Class shares. X - ------------------------------------------------------------------------------------------------------------------------------------
MCF--02/07 A-12 ------------- THE AIM FUNDS ------------- You may be required to pay an initial sales charge when exchanging from a fund with a lower initial sales charge than the one into which you are exchanging. If you exchange into shares that are subject to a CDSC, we will begin the holding period for purposes of calculating the CDSC on the date you made your initial purchase. EXCHANGES OF CLASS P SHARES If a shareholder exchanges Class P shares of AIM Summit Fund for Class A shares, A3 shares or AIM Cash Reserve Shares of another fund, that shareholder will only be able to purchase Class P shares of AIM Summit Fund if the investor qualifies to make additional purchases under the limitations set forth above under Choosing a Share Class--Sales Charges--Class P Shares. If the investor does not qualify to make additional purchases of Class P shares, the investor will be able to invest in Class A, B or C shares of AIM Summit Fund, either through exchange or by making additional investments, subject to the limitations and sales charges discussed herein. EXCHANGES NOT SUBJECT TO A SALES CHARGE You will not pay an initial sales charge when exchanging: (1) Class A shares with an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for (a) Class A shares of another fund; (b) AIM Cash Reserve Shares of AIM Money Market Fund; or (c) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund; or (2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for (a) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or (b) Class A shares of another Fund, but only if (i) you acquired the original shares before May 1, 1994; or (ii) you acquired the original shares on or after May 1, 1994 by way of an exchange from shares with higher initial sales charges; or (3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for (a) Class A shares of a fund subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if you acquired the original shares (i) prior to May 1, 1994 by exchange from Class A shares subject to an initial sales charge; (ii) on or after May 1, 1994 by exchange from Class A shares subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or (4) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund for (a) AIM Cash Reserve Shares of AIM Money Market Fund; or (b) Class A shares of AIM Tax-Exempt Cash Fund; or (5) Investor Class shares for Class A or Class A3 shares of any fund which does not offer Investor Class shares; or (6) Class P shares of AIM Summit Fund for (a) Class A shares of another fund; (b) AIM Cash Reserve Shares of AIM Money Market Fund; or (c) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund. You will not pay a CDSC or other sales charge when exchanging: (1) Class A shares for other Class A shares; (2) Class B shares for other Class B shares; (3) Class C shares for other Class C shares; (4) Class R shares for other Class R shares. EXCHANGES NOT PERMITTED For shares purchased prior to November 15, 2001, you may not exchange: (1) Class A shares of Category I or II funds (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund; (2) Class A shares of Category III funds purchased at net asset value for Class A shares of a Category I, II or IV fund; (3) on or after January 15, 2002, AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of Category III AIM Funds that are subject to a CDSC. For shares purchased on or after November 15, 2001, you may not exchange: (1) Class A shares of Category I, II or IV fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund; (2) Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or (3) AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any fund or for Class A shares of any fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I, II or IV fund and exchanged those shares for AIM Cash Reserve Shares of AIM Money Market Fund, you may further exchange the AIM Cash Reserve Shares for Class A shares of a Category I, II or IV fund. EXCHANGE CONDITIONS The following conditions apply to all exchanges: - - Shares of the fund you wish to acquire must be available for sale in your state of residence; - - Exchanges must be made between accounts with identical registration information; MCF--02/07 A-13 ------------- THE AIM FUNDS ------------- - - The account you wish to exchange from must have a certified tax identification number (or the Fund has received an appropriate Form W-8 or W-9); - - Shares must have been held for at least one day prior to the exchange with the exception of dividends that are reinvested; and - - If you have physical share certificates, you must return them to the transfer agent prior to the exchange. TERMS OF EXCHANGE Under unusual market conditions, a fund may delay the purchase of shares being acquired in an exchange for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating funds or the distributor may modify or terminate this privilege at any time. The fund or the distributor will provide you with notice of such modification or termination whenever it is required to do so by applicable law, but may impose changes at any time for emergency purposes. BY MAIL If you wish to make an exchange by mail, you must include original signatures of each registered owner exactly as the shares are registered, the account registration and account number, the dollar amount or number of shares to be exchanged and the names of the funds from which and into which the exchange is to be made. BY TELEPHONE Conditions that apply to exchanges by telephone are the same as redemptions by telephone, including that the transfer agent must receive exchange requests during the hours of the customary trading session of the NYSE; however, you still will be allowed to exchange by telephone even if you have changed your address of record within the preceding 30 days. BY INTERNET You will be allowed to exchange by internet if you do not hold physical share certificates and you provide the proper identification information. EXCHANGING CLASS B, CLASS C AND CLASS R SHARES If you make an exchange involving Class B, Class C shares or Class R shares subject to a CDSC, the amount of time you held the original shares will be credited to the holding period of the Class B, Class C or Class R shares, respectively, into which you exchanged for the purpose of calculating contingent deferred sales charges (CDSC) if you later redeem the exchanged shares. If you redeem Class C shares acquired by exchange via a repurchase offer by the closed-end AIM Floating Rate Fund, prior to April 13, 2006, you will be credited with the time period you held the Class C shares of the closed-end AIM Floating Rate Fund for the purpose of computing the CDSC applicable to those exchanged shares. If you redeem Class C shares of AIM Floating Rate Fund that were acquired on April 13, 2006 when AIM Floating Rate Fund was reorganized as an open-end fund, you will be credited with the time period you held Class C shares of the closed-end AIM Floating Rate Fund, for the purpose of computing the CDSC if you later redeem such shares. PRICING OF SHARES DETERMINATION OF NET ASSET VALUE The price of each fund's shares is the fund's net asset value per share. The funds value portfolio securities for which market quotations are readily available at market value. The funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. Even when market quotations are available, they may be stale or unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where AIM determines that the closing price of the security is unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values. AIM may use indications of fair value from pricing services approved by the Boards of Trustees. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Boards of Trustees. As a means of evaluating its fair value process, AIM routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Boards of Trustees. Specific types of securities are valued as follows: Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities: Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes MCF--02/07 A-14 ------------- THE AIM FUNDS ------------- provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data. Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund. Fixed Income Securities: Government, corporate, asset-backed and municipal bonds, convertible securities, including high yield or junk bonds, and loans, normally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service and independent quoted prices are unreliable, the AIM valuation committee will fair value the security using procedures approved by the Boards of Trustees. Short-term Securities: The funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio value all their securities at amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund and AIM Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities. Futures and Options: Futures and options are valued on the basis of market quotations, if available. Open-end Funds: To the extent a fund invests in other open-end funds, other than open-end funds that are exchange traded, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests. Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing. For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each non-money market fund's portfolio securities transactions are recorded no later than the first business day following the trade date. Transactions in money market fund portfolio securities are normally accounted for on a trade date basis. TIMING OF ORDERS For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, purchase orders that are received and accepted before the close of the customary trading MCF--02/07 A-15 ------------- THE AIM FUNDS ------------- session or any earlier NYSE closing time on a business day generally are processed that day and settled on the next business day. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day, prior to the last net asset value determination on such business day; however, if your order is received and accepted after the close of the customary trading session or any earlier NYSE closing time that day, your order generally will be processed on the next business day and settled on the second business day following the receipt and acceptance of your order. For all funds, you can exchange shares on each business day, prior to the close of the customary trading session or any earlier NYSE closing time that day. Shareholders of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio therefore cannot exchange their shares after the close of the customary trading session or any earlier NYSE closing time on a particular day, even though these funds remain open after such closing time. The funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading. TAXES In general, dividends and distributions you receive are taxable as ordinary income or long-term capital gains for federal income tax purposes, whether you reinvest them in additional shares or take them in cash. Distributions are generally taxable to you at different rates depending on the length of time the fund holds its assets and the type of income that the fund earns. Different tax rates apply to ordinary income, qualified dividend income, and long-term capital gain distributions. Every year, you will be sent information showing the amount of dividends and distributions you received from each fund during the prior year. Any long-term or short-term capital gains realized from redemptions of fund shares will be subject to federal income tax. Exchanges of shares for shares of another fund are treated as a sale, and any gain realized on the transaction will generally be subject to federal income tax. INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING "OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THEIR PROSPECTUS. The foreign, state and local tax consequences of investing in fund shares may differ materially from the federal income tax consequences described above. In addition, the preceding discussion concerning the taxability of fund dividends and distributions and of redemptions and exchanges of fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Internal Revenue Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing. MCF--02/07 A-16 OBTAINING ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- More information may be obtained free of charge upon request. The Statement of Additional Information (SAI), a current version of which is on file with the Securities and Exchange Commission (SEC), contains more details about the fund and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the fund's investments. The fund's annual report also discusses the market conditions and investment strategies that significantly affected the fund's performance during its last fiscal year. The fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q. If you have questions about this fund, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of the fund's current SAI or annual or semiannual reports, please contact us by mail at AIM Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-0739 or BY TELEPHONE: (800) 959-4246 ON THE INTERNET: You can send us a request by e-mail or download prospectuses, SAIs, annual or semiannual reports via our website: http://www.aiminvestments.com
THE FUND'S MOST RECENT PORTFOLIO HOLDINGS, AS FILED ON FORM N-Q, ARE ALSO AVAILABLE AT HTTP://WWW.AIMINVESTMENTS.COM.
You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room. - ---------------------------------------- AIM Large Cap Basic Value Fund SEC 1940 Act file number: 811-01424 ---------------------------------------- AIMinvestments.com LCBV-PRO-1 YOUR GOALS. OUR SOLUTIONS. [AIM INVESTMENTS LOGO APPEARS HERE] --Registered Trademark-- --Registered Trademark-- AIM LARGE CAP GROWTH FUND PROSPECTUS FEBRUARY 28, 2007 AIM Large Cap Growth Fund's investment objective is long-term growth of capital. - -------------------------------------------------------------------------------- This prospectus contains important information about the Class A, B, C, R and Investor Class shares of the fund. Please read it before investing and keep it for future reference. Investor Class shares offered by this prospectus are offered only to grandfathered investors. Please see the section of the prospectus entitled "Purchasing Shares -- Grandfathered Investors." As with all other mutual fund securities, the Securities and Exchange Commission has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime. An investment in the fund: - - is not FDIC insured; - - may lose value; and - - is not guaranteed by a bank. ------------------------- AIM LARGE CAP GROWTH FUND ------------------------- TABLE OF CONTENTS - -------------------------------------------------------------------------------- INVESTMENT OBJECTIVE AND STRATEGIES 1 - ------------------------------------------------------ PRINCIPAL RISKS OF INVESTING IN THE FUND 1 - ------------------------------------------------------ PERFORMANCE INFORMATION 2 - ------------------------------------------------------ Annual Total Returns 2 Performance Table 3 FEE TABLE AND EXPENSE EXAMPLE 4 - ------------------------------------------------------ Fee Table 4 Expense Example 5 HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION 6 - ------------------------------------------------------ DISCLOSURE OF PORTFOLIO HOLDINGS 7 - ------------------------------------------------------ FUND MANAGEMENT 7 - ------------------------------------------------------ The Advisor 7 Advisor Compensation 7 Portfolio Manager(s) 8 OTHER INFORMATION 8 - ------------------------------------------------------ Sales Charges 8 Dividends and Distributions 8 FINANCIAL HIGHLIGHTS 9 - ------------------------------------------------------ SHAREHOLDER INFORMATION A-1 - ------------------------------------------------------ Choosing a Share Class A-1 Excessive Short Term-Trading Activity Disclosures A-5 Purchasing Shares A-7 Redeeming Shares A-9 Exchanging Shares A-11 Pricing of Shares A-14 Taxes A-16 OBTAINING ADDITIONAL INFORMATION Back Cover - ------------------------------------------------------
The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA, Invest with DISCIPLINE, The AIM College Savings Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions. are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM Private Asset Management, AIM Private Asset Management and Design, AIM Stylized and/or Design, AIM Alternative Assets and Design and myaim.com are service marks of A I M Management Group Inc. AIM Trimark is a registered service mark of A I M Management Group Inc. and AIM Funds Management Inc. No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and you should not rely on such other information or representations. ------------------------- AIM LARGE CAP GROWTH FUND ------------------------- INVESTMENT OBJECTIVE AND STRATEGIES - -------------------------------------------------------------------------------- The fund's investment objective is long-term growth of capital. The investment objective of the fund may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet its objective by investing, normally, at least 80% of its assets in securities of large-capitalization companies. In complying with this 80% investment requirement, the fund will invest primarily in marketable equity securities, including convertible securities, but its investments may include other securities, such as synthetic instruments. Synthetic instruments are investments that have economic characteristics similar to the fund's direct investments, and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. The fund considers a company to be a large-capitalization company if it has a market capitalization, at the time of purchase, no smaller than the smallest capitalized company included in the Russell 1000--Registered Trademark-- Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. The Russell 1000 Index is a widely recognized, unmanaged index of common stocks that measures the performance of the 1,000 largest companies in the Russell 3000--Registered Trademark-- Index, which measures the performance of the 3,000 largest U.S. companies based on total market capitalization. The fund may also invest up to 25% of its total assets in foreign securities. For cash management purposes, the fund may also hold a portion of its assets in cash or cash equivalents, including shares of affiliated money market funds. Any percentage limitations with respect to assets of the fund are applied at the time of purchase. The fund's portfolio managers may focus on securities of companies with market capitalizations that are within the top 50% of stocks in the Russell 1000 Index at the time of purchase. The portfolio managers purchase securities of a limited number of large-cap companies that they believe have the potential for above-average growth in revenues and earnings. The portfolio managers consider whether to sell a particular security when they believe the security no longer has that potential. In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the fund may temporarily hold all or a portion of its assets in cash, cash equivalents or high-quality debt instruments. As a result, the fund may not achieve its investment objective. PRINCIPAL RISKS OF INVESTING IN THE FUND - -------------------------------------------------------------------------------- There is a risk that you could lose all or a portion of your investment in the fund. The value of your investment in the fund will go up and down with the prices of the securities in which the fund invests. The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. Foreign securities have additional risks, including exchange rate changes, political and economic upheaval, the relative lack of information about these companies, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards. An investment in the fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. 1 ------------------------- AIM LARGE CAP GROWTH FUND ------------------------- PERFORMANCE INFORMATION - -------------------------------------------------------------------------------- The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance. ANNUAL TOTAL RETURNS(1) - -------------------------------------------------------------------------------- The following bar chart shows changes in the performance of the fund's Class A shares from year to year. The bar chart does not reflect sales loads. If it did, the annual total returns shown would be lower. (PERFORMANCE GRAPH)
ANNUAL YEARS ENDED TOTAL DECEMBER 31 RETURNS - ----------- ------- 2000................................................................... 8.52% 2001................................................................... -36.13% 2002................................................................... -26.46% 2003................................................................... 29.32% 2004................................................................... 8.87% 2005................................................................... 6.94% 2006................................................................... 8.09%
(1) The fund's return during certain periods was positively impacted by its investments in initial public offerings (IPOs). There can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the fund's performance, please see the "Financial Highlights" section of this prospectus. During the periods shown in the bar chart, the highest quarterly return was 26.64% (quarter ended March 31, 2000) and the lowest quarterly return was - -34.26% (quarter ended March 31, 2001). 2 ------------------------- AIM LARGE CAP GROWTH FUND ------------------------- PERFORMANCE TABLE The following performance table compares the fund's performance to that of a broad-based securities market index, a style specific index and peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payment of fees, expenses or taxes. The fund is not managed to track the performance of any particular index, including the indices shown below, and consequently, the performance of the fund may deviate significantly from the performance of the indices shown below.
AVERAGE ANNUAL TOTAL RETURNS(1) - ---------------------------------------------------------------------------------------------- (for the periods ended December 31, SINCE INCEPTION 2006) 1 YEAR 5 YEARS INCEPTION(2) DATE - ---------------------------------------------------------------------------------------------- Class A 03/01/99 Return Before Taxes 2.13% 2.49% 1.14% Return After Taxes on Distributions 2.13 2.49 1.14 Return After Taxes on Distributions and Sale of Fund Shares 1.39 2.13 0.98 Class B 04/05/99 Return Before Taxes 2.28 2.60 (0.14) Class C 04/05/99 Return Before Taxes 6.28 2.94 (0.14) Class R(3) 03/01/99(3) Return Before Taxes 7.85 3.48 1.71 Investor Class(4) 03/01/99(4) Return Before Taxes 8.14 3.79 1.96 - ---------------------------------------------------------------------------------------------- S&P 500--Registered Trademark-- Index(5) 15.78 6.19 3.37 02/28/99(8) Russell 1000--Registered Trademark-- Growth Index(5,6) 9.07 2.69 (0.93) 02/28/99(8) Lipper Large-Cap Growth Funds Index(5,7) 4.72 2.01 (1.45) 02/28/99(8) - ----------------------------------------------------------------------------------------------
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A only and after-tax returns for Class B, C, R and Investor Class will vary. (1) The fund's return during certain periods was positively impacted by its investments in IPOs. There can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the fund's performance, please see the "Financial Highlights" section of this prospectus. (2) Since Inception performance is only provided for a class with less than ten calendar years of performance. (3) The return shown for the one year period is the historical performance of the fund's Class R shares. The return shown for the other periods are the blended returns of the historical performance of the fund's Class R shares since their inception and the restated historical performance of the fund's Class A shares (for periods prior to inception of the Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Class R shares is June 3, 2002. (4) The return shown for the one year period is the historical performance of the fund's Investor Class shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Investor Class shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Investor Class shares) at the net asset value, which restated performance will reflect the higher Rule 12b-1 fees applicable to Class A shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Investor Class shares is September 30, 2003. (5) The S&P 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has included the Russell 1000 Growth Index, which the fund believes more closely reflects the performance of the types of securities in which the fund invests. In addition, the Lipper Large-Cap Growth Funds Index (which may or may not include the fund) is included for comparison to a peer group. (6) The Russell 1000 Growth Index measures the performance of those securities in the Russell 1000--Registered Trademark-- Index with a higher than average growth forecast. The Russell 1000 Index measures the performance of the 1,000 largest companies domiciled in the United States. (7) The Lipper Large-Cap Growth Funds Index is an equally weighted representation of the 30 largest funds in the Lipper Large-Cap Growth category. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than 300% of the dollar-weighted median market capitalization of the middle 1000 securities of the S&P SuperComposite 1500 Index. Large-Cap Growth funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and three year sales-per-share growth value, compared to the S&P 500 Index. (8) The average annual total return given is since the month-end closest to the inception date of the class with the longest performance history. 3 ------------------------- AIM LARGE CAP GROWTH FUND ------------------------- FEE TABLE AND EXPENSE EXAMPLE - -------------------------------------------------------------------------------- FEE TABLE This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
SHAREHOLDER FEES - --------------------------------------------------------------------------------------- (fees paid directly from INVESTOR your investment) CLASS A CLASS B CLASS C CLASS R CLASS - --------------------------------------------------------------------------------------- Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% None None None None Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) None(1) 5.00% 1.00% None(1) None - ---------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(2) - --------------------------------------------------------------------------------------- (expenses that are deducted from INVESTOR fund assets) CLASS A CLASS B CLASS C CLASS R CLASS - --------------------------------------------------------------------------------------- Management Fees(3) 0.66% 0.66% 0.66% 0.66% 0.66% Distribution and/or Service (12b-1) Fees 0.25 1.00 1.00 0.50 0.20 Other Expenses 0.51 0.51 0.51 0.51 0.51 Total Annual Fund Operating Expenses 1.42 2.17 2.17 1.67 1.37 Fee Waiver(3,4) 0.10 0.10 0.10 0.10 0.10 Net Annual Fund Operating Expenses 1.32 2.07 2.07 1.57 1.27 - ---------------------------------------------------------------------------------------
(1) A contingent deferred sales charge may apply in some cases. See "Shareholder Information--Choosing a Share Class--Sales Charges." (2) There is no guarantee that actual expenses will be the same as those shown in the table. (3) Through December 31, 2012, the advisor has contractually agreed to waive a portion of its advisory fees to the extent necessary so that the advisory fees payable by the fund do not exceed a specified maximum annual advisory fee rate, wherein the fee rate includes breakpoints and is based upon net asset levels. The fund's maximum annual advisory fee rate ranges from 0.695% (for average net assets up to $250 million) to 0.52% (for average net assets over $10 billion). (4) The fund's investment advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R and Investor Class shares to 1.32%, 2.07% 2.07%, 1.57% and 1.32% of average daily net assets, respectively. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Net Annual Fund Operating Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and (vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the expense offset arrangements from which the fund may benefit are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. In addition, the Fund will also benefit from a one time credit to be used to offset future custodian expenses. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2007. If a financial institution is managing your account, you may also be charged a transaction or other fee by such financial institution. As a result of 12b-1 fees, long-term shareholders in the fund may pay more than the maximum permitted initial sales charge. 4 ------------------------- AIM LARGE CAP GROWTH FUND ------------------------- EXPENSE EXAMPLE This example is intended to help you compare the costs of investing in different classes of the fund with the cost of investing in other mutual funds. The example assumes that you: (i) invest $10,000 in the fund for the time periods indicated; (ii) redeem all of your shares at the end of the periods indicated; (iii) earn a 5% return on your investment before operating expenses each year; (iv) incur the same amount in operating expenses each year (after taking into account the effect of any contractual fee waivers and/or expense reimbursements; and, in the event you hold Class B shares, any applicable reduction in Annual Fund Operating Expenses due to a conversion of your shares to Class A); and (v) incur the applicable initial sales charges (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge). To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your cost would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- Class A $677 $961 $1,266 $2,141 Class B 710 965 1,347 2,295(1) Class C 310 665 1,147 2,486 Class R 160 513 889 1,958 Investor Class 129 420 732 1,627 - --------------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - -------------------------------------------------------------------------------- Class A $677 $961 $1,266 $2,141 Class B 210 665 1,147 2,295(1) Class C 210 665 1,147 2,486 Class R 160 513 889 1,958 Investor Class 129 420 732 1,627 - --------------------------------------------------------------------------------
(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on. 5 ------------------------- AIM LARGE CAP GROWTH FUND ------------------------- HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION - -------------------------------------------------------------------------------- The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following: - You invest $10,000 in the fund and hold it for the entire 10 year period; - Your investment has a 5% return before expenses each year; - The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed; - Hypotheticals both with and without any applicable initial sales charge applied (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and - There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.
CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ---------------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.32% 1.40% 1.40% 1.40% 1.40% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses (2.02%) 1.50% 5.16% 8.94% 12.87% End of Year Balance $ 9,797.76 $10,150.48 $10,515.90 $10,894.47 $11,286.67 Estimated Annual Expenses $ 677.04 $ 139.64 $ 144.66 $ 149.87 $ 155.27 - ---------------------------------------------------------------------------------------------------- CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ---------------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.40% 1.42% 1.42% 1.42% 1.42% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 16.93% 21.12% 25.45% 29.94% 34.60% End of Year Balance $11,692.99 $12,111.60 $12,545.19 $12,994.31 $13,459.51 Estimated Annual Expenses $ 160.86 $ 169.01 $ 175.06 $ 181.33 $ 187.82 - ----------------------------------------------------------------------------------------------------
CLASS A WITHOUT FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - -------------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.32% 1.40% 1.40% 1.40% 1.40% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.68% 7.41% 11.28% 15.29% 19.44% End of Year Balance $10,368.00 $10,741.25 $11,127.93 $11,528.54 $11,943.57 Estimated Annual Expenses $ 134.43 $ 147.76 $ 153.08 $ 158.60 $ 164.30 - -------------------------------------------------------------------------------------------------- CLASS A WITHOUT FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - -------------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.40% 1.42% 1.42% 1.42% 1.42% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 23.74% 28.17% 32.75% 37.51% 42.43% End of Year Balance $12,373.53 $12,816.51 $13,275.34 $13,750.59 $14,242.87 Estimated Annual Expenses $ 170.22 $ 178.85 $ 185.25 $ 191.88 $ 198.75 - --------------------------------------------------------------------------------------------------
CLASS B(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------ Annual Expense Ratio(1) 2.07% 2.15% 2.15% 2.15% 2.15% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 2.93% 5.86% 8.88% 11.98% 15.18% End of Year Balance $10,293.00 $10,586.35 $10,888.06 $11,198.37 $11,517.52 Estimated Annual Expenses $ 210.03 $ 224.45 $ 230.85 $ 237.43 $ 244.20 - ------------------------------------------------------------------------------------------ CLASS B(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ------------------------------------------------------------------------------------------ Annual Expense Ratio(1) 2.15% 2.17% 2.17% 1.42% 1.42% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 18.46% 21.81% 25.26% 29.74% 34.39% End of Year Balance $11,845.77 $12,181.01 $12,525.73 $12,974.15 $13,438.63 Estimated Annual Expenses $ 251.16 $ 260.69 $ 268.07 $ 181.05 $ 187.53 - ------------------------------------------------------------------------------------------
CLASS C(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------ Annual Expense Ratio(1) 2.07% 2.15% 2.15% 2.15% 2.15% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 2.93% 5.86% 8.88% 11.98% 15.18% End of Year Balance $10,293.00 $10,586.35 $10,888.06 $11,198.37 $11,517.52 Estimated Annual Expenses $ 210.03 $ 224.45 $ 230.85 $ 237.43 $ 244.20 - ------------------------------------------------------------------------------------------ CLASS C(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ------------------------------------------------------------------------------------------ Annual Expense Ratio(1) 2.15% 2.17% 2.17% 2.17% 2.17% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 18.46% 21.81% 25.26% 28.80% 32.45% End of Year Balance $11,845.77 $12,181.01 $12,525.73 $12,880.21 $13,244.72 Estimated Annual Expenses $ 251.16 $ 260.69 $ 268.07 $ 275.65 $ 283.46 - ------------------------------------------------------------------------------------------
CLASS R YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------ Annual Expense Ratio(1) 1.57% 1.65% 1.65% 1.65% 1.65% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.43% 6.89% 10.48% 14.18% 18.00% End of Year Balance $10,343.00 $10,689.49 $11,047.59 $11,417.68 $11,800.18 Estimated Annual Expenses $ 159.69 $ 173.52 $ 179.33 $ 185.34 $ 191.55 - ------------------------------------------------------------------------------------------ CLASS R YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ------------------------------------------------------------------------------------------ Annual Expense Ratio(1) 1.65% 1.67% 1.67% 1.67% 1.67% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 21.95% 26.02% 30.21% 34.55% 39.03% End of Year Balance $12,195.48 $12,601.59 $13,021.22 $13,454.83 $13,902.88 Estimated Annual Expenses $ 197.96 $ 207.06 $ 213.95 $ 221.08 $ 228.44 - ------------------------------------------------------------------------------------------
INVESTOR CLASS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------ Annual Expense Ratio(1) 1.27% 1.35% 1.35% 1.35% 1.35% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.73% 7.52% 11.44% 15.51% 19.72% End of Year Balance $10,373.00 $10,751.61 $11,144.05 $11,550.81 $11,972.41 Estimated Annual Expenses $ 129.37 $ 142.59 $ 147.80 $ 153.19 $ 158.78 - ------------------------------------------------------------------------------------------ INVESTOR CLASS YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ------------------------------------------------------------------------------------------ Annual Expense Ratio(1) 1.35% 1.37% 1.37% 1.37% 1.37% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 24.09% 28.60% 33.27% 38.10% 43.12% End of Year Balance $12,409.40 $12,859.86 $13,326.68 $13,810.44 $14,311.76 Estimated Annual Expenses $ 164.58 $ 173.09 $ 179.38 $ 185.89 $ 192.64 - ------------------------------------------------------------------------------------------
(1) Your actual expenses may be higher or lower than those shown. (2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C have not been deducted. 6 ------------------------- AIM LARGE CAP GROWTH FUND ------------------------- DISCLOSURE OF PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The fund's portfolio holdings are disclosed on a regular basis in its semi-annual and annual reports to shareholders, and on Form N-Q, which is filed with the Securities and Exchange Commission (SEC) within 60 days of the fund's first and third fiscal quarter-ends. In addition, portfolio holdings information for the fund is available at http://www.aiminvestments.com. To reach this information, access the fund's overview page on the website. Links to the following fund information are located in the upper right side of this website page:
- --------------------------------------------------------------------------------------------------------------------------------- APPROXIMATE DATE OF INFORMATION REMAINS INFORMATION WEBSITE POSTING POSTED ON WEBSITE - --------------------------------------------------------------------------------------------------------------------------------- Top ten holdings as of month-end 15 days after month-end Until posting of the following month's top ten holdings - --------------------------------------------------------------------------------------------------------------------------------- Complete portfolio holdings as of 30 days after calendar quarter-end For one year calendar quarter-end - ---------------------------------------------------------------------------------------------------------------------------------
A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio holdings is available in the fund's Statement of Additional Information, which is available at http://www.aiminvestments.com. FUND MANAGEMENT - -------------------------------------------------------------------------------- THE ADVISOR A I M Advisors, Inc. (the advisor or AIM) serves as the fund's investment advisor and is responsible for its day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises all aspects of the fund's operations and provides investment advisory services to the fund, including obtaining and evaluating economic, statistical and financial information to formulate and implement investment programs for the fund. The advisor has acted as an investment advisor since its organization in 1976. Today, the advisor, together with its subsidiaries, advises or manages over 200 investment portfolios, including the fund, encompassing a broad range of investment objectives. On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlements. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC. Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM funds, IFG, AIM, ADI and/or related entities and individuals in the future. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the fund's Statement of Additional Information. As a result of the matters discussed above, investors in the AIM funds might react by redeeming their investments. This might require the funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the funds. ADVISOR COMPENSATION During the fiscal year ended October 31, 2006, the advisor received compensation of 0.56% of average daily net assets, after fee waivers. A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended October 31, 2006. 7 ------------------------- AIM LARGE CAP GROWTH FUND ------------------------- PORTFOLIO MANAGER(S) The following individuals are jointly and primarily responsible for the day-to-day management of the fund's portfolio: - - Geoffrey V. Keeling, Senior Portfolio Manager, who has been responsible for the fund since 1999 and has been associated with the advisor and/or its affiliates since 1995. - - Robert L. Shoss, Senior Portfolio Manager, who has been responsible for the fund since 1999 and has been associated with the advisor and/or its affiliates since 1995. They are assisted by the advisor's Large/Multi-Cap Growth Team, which is comprised of portfolio managers and research analysts. Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the team may change from time to time. More information on these portfolio manager(s) and the team, including biographies of members of the team, may be found on the advisor's website (http://www.aiminvestments.com). The website is not part of this prospectus. The fund's Statement of Additional Information provides additional information about the portfolio managers' investments in the fund, a description of their compensation structure, and information regarding other accounts they manage. OTHER INFORMATION - -------------------------------------------------------------------------------- SALES CHARGES Purchases of Class A shares of AIM Large Cap Growth Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to the contingent deferred sales charge listed in that section. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges listed in that section. Certain purchases of Class R shares may be subject to the contingent deferred sales charge listed in that section. DIVIDENDS AND DISTRIBUTIONS The fund expects that its distributions, if any, will consist primarily of capital gains. DIVIDENDS The fund generally declares and pays dividends, if any, annually. CAPITAL GAINS DISTRIBUTIONS The fund generally distributes long-term and short-term capital gains, if any, annually. 8 ------------------------- AIM LARGE CAP GROWTH FUND ------------------------- FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended 2006 and 2005 has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request. Information prior to fiscal year 2005 was audited by other public accountants. For a discussion of how investments in IPOs affected the fund's performance, see the "Performance Information" section of this prospectus.
CLASS A ---------------------------------------------------------------------- YEAR ENDED OCTOBER 31, ---------------------------------------------------------------------- 2006 2005 2004 2003 2002 -------- -------- -------- -------- -------- Net asset value, beginning of period $ 10.12 $ 9.16 $ 8.88 $ 7.37 $ 8.82 - -------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.01) (0.02)(a) (0.08)(b) (0.08)(b) (0.09)(b) - -------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.08 0.98 0.36 1.59 (1.36) ========================================================================================================================== Total from investment operations 1.07 0.96 0.28 1.51 (1.45) ========================================================================================================================== Net asset value, end of period $ 11.19 $ 10.12 $ 9.16 $ 8.88 $ 7.37 __________________________________________________________________________________________________________________________ ========================================================================================================================== Total return(c) 10.57% 10.48% 3.15% 20.49% (16.44)% __________________________________________________________________________________________________________________________ ========================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $981,750 $166,860 $177,498 $154,052 $105,320 __________________________________________________________________________________________________________________________ ========================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.32%(d) 1.47% 1.54% 1.82% 1.70% - -------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.42%(d) 1.56% 1.55% 1.82% 1.70% ========================================================================================================================== Ratio of net investment income (loss) to average net assets (0.17)%(d) (0.20)%(a) (0.92)% (1.01)% (1.01)% __________________________________________________________________________________________________________________________ ========================================================================================================================== Portfolio turnover rate 70% 103% 111% 123% 111% __________________________________________________________________________________________________________________________ ==========================================================================================================================
(a) Net investment income (loss) per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the special dividend are $(0.04) and (0.36)%, respectively. (b) Calculated using average shares outstanding. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (d) Ratios are based on average daily net assets of $654,451,350. 9 ------------------------- AIM LARGE CAP GROWTH FUND ------------------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS B -------------------------------------------------------------------------- YEAR ENDED OCTOBER 31, -------------------------------------------------------------------------- 2006 2005 2004 2003 2002 -------- -------- -------- -------- -------- Net asset value, beginning of period $ 9.69 $ 8.82 $ 8.61 $ 7.20 $ 8.67 - ------------------------------------------------------------------------------------------------------------------------------ Income from investment operations: Net investment income (loss) (0.07) (0.09)(a) (0.14)(b) (0.12)(b) (0.14)(b) - ------------------------------------------------------------------------------------------------------------------------------ Net gains (losses) on securities (both realized and unrealized) 1.01 0.96 0.35 1.53 (1.33) ============================================================================================================================== Total from investment operations 0.94 0.87 0.21 1.41 (1.47) ============================================================================================================================== Net asset value, end of period $ 10.63 $ 9.69 $ 8.82 $ 8.61 $ 7.20 ______________________________________________________________________________________________________________________________ ============================================================================================================================== Total return(c) 9.70% 9.86% 2.44% 19.58% (16.96)% ______________________________________________________________________________________________________________________________ ============================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $637,594 $103,688 $112,931 $122,011 $104,040 ______________________________________________________________________________________________________________________________ ============================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 2.07%(d) 2.15% 2.19% 2.47% 2.35% - ------------------------------------------------------------------------------------------------------------------------------ Without fee waivers and/or expense reimbursements 2.17%(d) 2.24% 2.20% 2.47% 2.35% ============================================================================================================================== Ratio of net investment income (loss) to average net assets (0.92)%(d) (0.88)%(a) (1.57)% (1.66)% (1.66)% ______________________________________________________________________________________________________________________________ ============================================================================================================================== Portfolio turnover rate 70% 103% 111% 123% 111% ______________________________________________________________________________________________________________________________ ==============================================================================================================================
(a) Net investment income (loss) per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the special dividend are $(0.11) and (1.04)%, respectively. (b) Calculated using average shares outstanding. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (d) Ratios are based on average daily net assets of $457,381,636.
CLASS C ---------------------------------------------------------------------- YEAR ENDED OCTOBER 31, ---------------------------------------------------------------------- 2006 2005 2004 2003 2002 -------- ------- ------- ------- ------- Net asset value, beginning of period $ 9.69 $ 8.83 $ 8.62 $ 7.21 $ 8.67 - -------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.07) (0.09)(a) (0.14)(b) (0.12)(b) (0.14)(b) - -------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.01 0.95 0.35 1.53 (1.32) ========================================================================================================================== Total from investment operations 0.94 0.86 0.21 1.41 (1.46) ========================================================================================================================== Net asset value, end of period $ 10.63 $ 9.69 $ 8.83 $ 8.62 $ 7.21 __________________________________________________________________________________________________________________________ ========================================================================================================================== Total return(c) 9.70% 9.74% 2.44% 19.56% (16.84)% __________________________________________________________________________________________________________________________ ========================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $179,730 $48,293 $48,420 $44,272 $36,575 __________________________________________________________________________________________________________________________ ========================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 2.07%(d) 2.15% 2.19% 2.47% 2.35% - -------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 2.17%(d) 2.24% 2.20% 2.47% 2.35% ========================================================================================================================== Ratio of net investment income (loss) to average net assets (0.92)%(d) (0.88)%(a) (1.57)% (1.66)% (1.66)% __________________________________________________________________________________________________________________________ ========================================================================================================================== Portfolio turnover rate 70% 103% 111% 123% 111% __________________________________________________________________________________________________________________________ ==========================================================================================================================
(a) Net investment income (loss) per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the special dividend are $(0.11) and (1.04)%, respectively. (b) Calculated using average shares outstanding. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (d) Ratios are based on average daily net assets of $129,929,403. 10 ------------------------- AIM LARGE CAP GROWTH FUND ------------------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS R --------------------------------------------------------------------------- JUNE 3, 2002 YEAR ENDED OCTOBER 31, (DATE SALES --------------------------------------------------- COMMENCED) TO 2006 2005 2004 2003 OCTOBER 31, 2002 ------- ------ ------ ------ ---------------- Net asset value, beginning of period $ 10.07 $ 9.13 $ 8.87 $ 7.37 $ 8.40 - --------------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.03) (0.04)(a) (0.10)(b) (0.09)(b) (0.04)(b) - --------------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.06 0.98 0.36 1.59 (0.99) ================================================================================================================================= Total from investment operations 1.03 0.94 0.26 1.50 (1.03) ================================================================================================================================= Net asset value, end of period $ 11.10 $10.07 $ 9.13 $ 8.87 $ 7.37 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Total return(c) 10.23% 10.30% 2.93% 20.35% (12.26)% _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $11,231 $2,330 $2,761 $2,127 $ 9 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.57%(d) 1.65% 1.69% 1.97% 1.85%(e) - --------------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.67%(d) 1.74% 1.70% 1.97% 1.85%(e) ================================================================================================================================= Ratio of net investment income (loss) to average net assets (0.42)%(d) (0.38)%(a) (1.07)% (1.16)% (1.16)%(e) _________________________________________________________________________________________________________________________________ ================================================================================================================================= Portfolio turnover rate(f) 70% 103% 111% 123% 111% _________________________________________________________________________________________________________________________________ =================================================================================================================================
(a) Net investment income (loss) per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the special dividend are $(0.06) and (0.54)%, respectively. (b) Calculated using average shares outstanding. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (d) Ratios are based on average daily net assets of $7,241,672. (e) Annualized. (f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
INVESTOR CLASS --------------------------------------------------------------------- SEPTEMBER 30, 2003 YEAR ENDED OCTOBER 31, (DATE SALES --------------------------------------- COMMENCED) TO 2006 2005 2004 OCTOBER 31, 2003 -------- -------- -------- ------------------ Net asset value, beginning of period $ 10.18 $ 9.20 $ 8.88 $ 8.24 - --------------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) (0.01) (0.01)(a) (0.05)(b)(c) (0.01)(b) - --------------------------------------------------------------------------------------------------------------------------------- Net gains on securities (both realized and unrealized) 1.08 0.99 0.37 0.65 ================================================================================================================================= Total from investment operations 1.07 0.98 0.32 0.64 ================================================================================================================================= Net asset value, end of period $ 11.25 $ 10.18 $ 9.20 $ 8.88 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Total return(d) 10.51% 10.65% 3.60%(c) 7.77% _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $347,621 $358,498 $376,905 $ 174 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.27%(e) 1.34% 1.19%(c) 1.56%(f) - --------------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.37%(e) 1.43% 1.42% 1.56%(f) ================================================================================================================================= Ratio of net investment income (loss) to average net assets (0.12)%(e) (0.07)%(a) (0.57)%(c) (0.75)%(f) _________________________________________________________________________________________________________________________________ ================================================================================================================================= Portfolio turnover rate(g) 70% 103% 111% 123% _________________________________________________________________________________________________________________________________ =================================================================================================================================
(a) Net investment income (loss) per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the special dividend are $(0.03) and (0.23)%, respectively. (b) Calculated using average shares outstanding. (c) The advisor reimbursed Investor Class expenses related to an overpayment of 12b-1 fees of the INVESCO Growth Fund paid to INVESCO Distributors, Inc., the prior distributor of INVESCO Growth Fund. Had the advisor not reimbursed these expenses, the net investment income per share, the ratio of expenses to average net assets, the ratio of net investment income to average net assets and the total return would have been $(0.07), 1.41%, (0.79)% and 3.27%, respectively. (d) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (e) Ratios are based on average daily net assets of $364,450,747. (f) Annualized. (g) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. 11 AIM Large Cap Basic Value Fund PROSPECTUS February 28, 2007 Prospectus Enclosed AIM Equity Funds YOUR GOALS. OUR SOLUTIONS. [AIM INVESTMENTS LOGO APPEARS HERE] --Registered Trademark-- --Registered Trademark-- AIM PRIVACY POLICY - -------------------------------------------------------------------------------- We are always aware that when you invest in a fund advised by AIM, you entrust us with more than your money. You also share personal and financial information with us that is necessary for your transactions and your account records. We take very seriously the obligation to keep that information confidential and private. AIM collects nonpublic personal information about you from account applications or other forms you complete and from your transactions with us or our affiliates. We do not disclose information about you, or our former customers, to service providers or other third parties except to the extent necessary to service your account and in other limited circumstances as permitted by law. For example, we use this information to facilitate the delivery of transaction confirmations, financial reports, prospectuses and tax forms. Even within AIM, only people involved in the servicing of your accounts and compliance monitoring have access to your information. To ensure the highest level of confidentiality and security, AIM maintains physical, electronic and procedural safeguards that meet or exceed federal standards. Special measures, such as data encryption and authentication, apply to your communications with us on our Web site--http://www.aiminvestments.com. More detail is available to you at that site. THIS PAGE IS NOT PART OF THE PROSPECTUS THE AIM FAMILY OF FUNDS--Registered Trademark---AIM INSTITUTIONAL FUNDS--Registered Trademark---A I M ADVISORS, INC.-A I M CAPITAL MANAGEMENT, INC.-A I M DISTRIBUTORS, INC.-FUND MANAGEMENT COMPANY AIM LARGE CAP BASIC VALUE FUND PROSPECTUS FEBRUARY 28, 2007 AIM Large Cap Basic Value Fund's investment objective is long-term growth of capital. - -------------------------------------------------------------------------------- This prospectus contains important information about the Class A, B, C, R and Investor Class shares of the fund. Please read it before investing and keep it for future reference. Investor Class shares offered by this prospectus are offered only to grandfathered investors. Please see the section of the prospectus entitled "Purchasing Shares -- Grandfathered Investors." As with all other mutual fund securities, the Securities and Exchange Commission has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime. An investment in the fund: - - is not FDIC insured; - - may lose value; and - - is not guaranteed by a bank. ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ TABLE OF CONTENTS - -------------------------------------------------------------------------------- RISK/RETURN SUMMARY 1 - ------------------------------------------------------ PERFORMANCE INFORMATION 1 - ------------------------------------------------------ Annual Total Returns 1 Performance Table 2 FEE TABLE AND EXPENSE EXAMPLE 3 - ------------------------------------------------------ Fee Table 3 Expense Example 3 HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION 4 - ------------------------------------------------------ INVESTMENT OBJECTIVES, STRATEGIES AND RISKS 5 - ------------------------------------------------------ Objectives and Strategies 5 Risks 5 DISCLOSURE OF PORTFOLIO HOLDINGS 6 - ------------------------------------------------------ FUND MANAGEMENT 7 - ------------------------------------------------------ The Advisor 7 Advisor Compensation 7 Portfolio Manager(s) 7 OTHER INFORMATION 8 - ------------------------------------------------------ Sales Charges 8 Dividends and Distributions 8 FINANCIAL HIGHLIGHTS 9 - ------------------------------------------------------ SHAREHOLDER INFORMATION A-1 - ------------------------------------------------------ Choosing a Share Class A-1 Excessive Short-Term Trading Activity Disclosures A-5 Purchasing Shares A-7 Redeeming Shares A-9 Exchanging Shares A-11 Pricing of Shares A-14 Taxes A-16 OBTAINING ADDITIONAL INFORMATION Back Cover - ------------------------------------------------------
The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA, Invest with DISCIPLINE, The AIM College Savings Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions. are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM Private Asset Management, AIM Private Asset Management and Design, AIM Stylized and/or Design, AIM Alternative Assets and Design and myaim.com are service marks of A I M Management Group Inc. AIM Trimark is a registered service mark of A I M Management Group Inc. and AIM Funds Management Inc. No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and you should not rely on such other information or representations. ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ RISK/RETURN SUMMARY - -------------------------------------------------------------------------------- The fund's investment objective is long-term growth of capital. The fund seeks to meet its objective by investing, normally, at least 80% of its assets in securities of large-capitalization companies that offer potential for capital growth, and may offer potential for current income. In selecting securities for the fund's portfolio, the portfolio managers seek to invest in companies with market prices that the portfolio managers believe are significantly below the portfolio managers' estimates of intrinsic value. The fund may also invest up to 25% of its total assets in foreign securities. Among the principal risks of investing in the fund, which could adversely affect its net asset value, yield and total return are: Market Risk Foreign Securities Risk Equity Securities Risk U.S. Government Interest Rate and Obligations Risk Credit Risk Counterparty Risk Derivatives Risk Management Risk Leveraging Risk Value Investing Risk
Please see "Investment Objective, Strategies and Risks" following the expense information for a description of these risks and other risks of investing in the fund. There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will rise and fall with the prices of the securities in which the fund invests. An investment in the fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. PERFORMANCE INFORMATION - -------------------------------------------------------------------------------- The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance. ANNUAL TOTAL RETURNS(1) - -------------------------------------------------------------------------------- The following bar chart shows changes in the performance of the fund's Class A shares from year to year. The bar chart does not reflect sales loads. If it did, the annual total returns shown would be lower. (PERFORMANCE GRAPH)
ANNUAL YEARS ENDED TOTAL DECEMBER 31 RETURNS - ----------- ------- 2000................................................................... 21.74% 2001................................................................... 1.25% 2002................................................................... -23.20% 2003................................................................... 32.02% 2004................................................................... 9.05% 2005................................................................... 6.30% 2006................................................................... 13.56%
(1) The fund's return during certain periods was positively impacted by its investments in initial public offerings (IPOs). There can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the fund's performance, please see the "Financial Highlights" section of this prospectus. During the periods shown in the bar chart, the highest quarterly return was 20.48% (quarter ended June 30, 2003) and the lowest quarterly return was -20.22% (quarter ended September 30, 2002). 1 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ PERFORMANCE TABLE The following performance table compares the fund's performance to that of a broad-based securities market index, a style specific index and a peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payment of fees, expenses or taxes. The fund is not managed to track the performance of any particular index, including the indices shown below, and consequently, the performance of the fund may deviate significantly from the performance of the indices shown below.
AVERAGE ANNUAL TOTAL RETURNS(1) - ------------------------------------------------------------------------- (for the periods ended SINCE INCEPTION December 31, 2006) 1 YEAR 5 YEARS INCEPTION(2) DATE - ------------------------------------------------------------------------- Class A 06/30/99 Return Before Taxes 7.34% 4.75% 6.42% Return After Taxes on Distributions 6.50 4.59 6.11 Return After Taxes on Distributions and Sales of Fund Shares 5.90 4.09 5.46 Class B 08/01/00 Return Before Taxes 7.72 4.90 5.90 Class C 08/01/00 Return Before Taxes 11.72 5.23 5.90 Class R(3) 06/30/99(3) Return Before Taxes 13.27 5.75 7.04 Investor Class(4) 06/30/99(4) Return Before Taxes 13.53 5.98 7.25 - ------------------------------------------------------------------------------------------------- S&P 500--Registered Trademark-- Index(5) 15.78 6.19 2.05 06/30/99(8) Russell 1000--Registered Trademark-- Value Index(5,6) 22.25 10.86 6.55 06/30/99(8) Lipper Large-Cap Value Funds Index(5,7) 18.28 7.67 4.02 06/30/99(8) - -------------------------------------------------------------------------------------------------
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A only and after-tax returns for Class B, C, R and Investor Class will vary. (1) The fund's return during certain periods was positively impacted by its investments in IPOs. There can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the fund's performance, please see the "Financial Highlights" section of this prospectus. (2) Since Inception performance is only provided for a class with less than ten calendar years of performance. (3) The return shown for the one year period is the historical performance of the fund's Class R shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Class R shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Class R shares is June 3, 2002. (4) The return shown for the one year period is the blended returns of the historical performance of the fund's Investor Class Shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Investor Class shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Investor Class Shares) at the net asset value, which restated performance will reflect the higher Rule 12b-1 fees applicable to Class A shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Investor Class shares is September 30, 2003. (5) The S&P 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has included the Russell 1000 Value Index, which the fund believes more closely reflects the performance of the types of securities in which the fund invests. In addition, the Lipper Large-Cap Value Funds Index (which may or may not include the fund) is included for comparison to a peer group. (6) The Russell 1000 Value Index measures the performance of those Russell 1000--Registered Trademark-- Index companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000 Index measures the performance of the 1,000 largest companies domiciled in the United States. (7) The Lipper Large-Cap Value Funds Index is an equally weighted representation of the 30 largest funds in the Lipper Large-Cap Value category. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater that 300% of the dollar-weighted median market capitalization of the middle 1000 securities of the S&P SuperComposite 1500 Index. Large-Cap Value funds typically have a below-average price-to-earnings ratio, price-to-book ratio and three-year sales-per-share growth value, compared to the S&P 500 Index. (8) The average annual total return given is since the month-end closest to the inception date of the class with the longest performance history. 2 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ FEE TABLE AND EXPENSE EXAMPLE - -------------------------------------------------------------------------------- FEE TABLE This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.
SHAREHOLDER FEES - ------------------------------------------------------------------------------------------------------- (fees paid directly INVESTOR from your investment) CLASS A CLASS B CLASS C CLASS R CLASS - ------------------------------------------------------------------------------------------------------- Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) 5.50% None None None None Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) None(1) 5.00% 1.00% None(1) None - -------------------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(2) - -------------------------------------------------------------------------------------- (expenses that are deducted INVESTOR from fund assets) CLASS A CLASS B CLASS C CLASS R CLASS - -------------------------------------------------------------------------------------- Management Fees 0.60% 0.60% 0.60% 0.60% 0.60% Distribution and/or Service (12b-1) Fees 0.25 1.00 1.00 0.50 0.25 Other Expenses 0.43 0.43 0.43 0.43 0.43 Total Annual Funds Operating Expenses 1.28 2.03 2.03 1.53 1.28 Fee Waiver(3) 0.06 0.06 0.06 0.06 0.06 Net Annual Fund Operating Expenses 1.22 1.97 1.97 1.47 1.22 - --------------------------------------------------------------------------------------
(1) A contingent deferred sales charge may apply in some cases. See "Shareholder Information--Choosing a Share Class--Sales Charges." (2) There is no guarantee that actual expenses will be the same as those shown in the table. (3) The fund's investment advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class R and Investor Class shares to 1.22%, 1.97%, 1.97%, 1.47% and 1.22% of average daily net assets, respectively. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Net Annual Fund Operating Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expenses on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and (vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently the expense offset arrangements from which the fund may benefit are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. In addition, the Fund may also benefit from a one time credit to be used to offset future custodian expenses. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2007. If a financial institution is managing your account, you may also be charged a transaction or other fee by such financial institution. As a result of 12b-1 fees, long-term shareholders in the fund may pay more than the maximum permitted initial sales charge. EXPENSE EXAMPLE This example is intended to help you compare the costs of investing in different classes of the fund with the cost of investing in other mutual funds. The example assumes that you: (i) invest $10,000 in the fund for the time periods indicated; (ii) redeem all of your shares at the end of the periods indicated; (iii) earn a 5% return on your investment before operating expenses each year; (iv) incur the same amount in operating expenses each year (after taking into account the effect of any contractual fee waivers and/or expense reimbursements; and, in the event you hold Class B shares, any applicable reduction in Annual Fund Operating Expenses due to a conversion of your shares to Class A); and (v) incur the applicable initial sales charges (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge). To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your cost would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - ---------------------------------------------------------------------------- Class A $667 $928 $1,208 $2,005 Class B 700 931 1,288 2,161(1) Class C 300 631 1,088 2,354 Class R 150 477 829 1,818 Investor Class 124 400 697 1,540 - ----------------------------------------------------------------------------
You would pay the following expenses if you did not redeem your shares:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - ---------------------------------------------------------------------------- Class A $667 $928 $1,208 $2,005 Class B 200 631 1,088 2,161(1) Class C 200 631 1,088 2,354 Class R 150 477 829 1,818 Investor Class 124 400 697 1,540 - ----------------------------------------------------------------------------
(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on. 3 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION - -------------------------------------------------------------------------------- The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following: - You invest $10,000 in the fund and hold it for the entire 10 year period; - Your investment has a 5% return before expenses each year; - The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed; - Hypotheticals both with and without any applicable initial sales charge applied (see "Shareholder Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and - There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.
CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.22% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses (1.93%) 1.72% 5.50% 9.43% 13.50% End of Year Balance $ 9,807.21 $10,172.04 $10,550.44 $10,942.91 $11,349.99 Estimated Annual Expenses $ 667.47 $ 127.87 $ 132.62 $ 137.56 $ 142.67 - ----------------------------------------------------------------------------------------------- CLASS A INCLUDES MAXIMUM FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.28% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 17.72% 22.10% 26.64% 31.35% 36.24% End of Year Balance $11,772.21 $12,210.14 $12,664.35 $13,135.47 $13,624.11 Estimated Annual Expenses $ 147.98 $ 153.49 $ 159.20 $ 165.12 $ 171.26 - -----------------------------------------------------------------------------------------------
CLASS A WITHOUT FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.22% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.78% 7.64% 11.64% 15.80% 20.11% End of Year Balance $10,378.00 $10,764.06 $11,164.48 $11,579.80 $12,010.57 Estimated Annual Expenses $ 124.31 $ 135.31 $ 140.34 $ 145.56 $ 150.98 - ----------------------------------------------------------------------------------------------- CLASS A WITHOUT FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.28% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 24.57% 29.21% 34.01% 39.00% 44.17% End of Year Balance $12,457.37 $12,920.78 $13,401.43 $13,899.97 $14,417.04 Estimated Annual Expenses $ 156.59 $ 162.42 $ 168.46 $ 174.73 $ 181.23 - -----------------------------------------------------------------------------------------------
CLASS B(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.97% 2.03% 2.03% 2.03% 2.03% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.03% 6.09% 9.24% 12.49% 15.83% End of Year Balance $10,303.00 $10,609.00 $10,924.09 $11,248.53 $11,582.61 Estimated Annual Expenses $ 199.98 $ 212.26 $ 218.56 $ 225.05 $ 231.74 - ----------------------------------------------------------------------------------------------- CLASS B(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 2.03% 2.03% 2.03% 1.28% 1.28% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 19.27% 22.81% 26.46% 31.16% 36.04% End of Year Balance $11,926.62 $12,280.84 $12,645.58 $13,115.99 $13,603.91 Estimated Annual Expenses $ 238.62 $ 245.71 $ 253.00 $ 164.87 $ 171.01 - -----------------------------------------------------------------------------------------------
CLASS C(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.97% 2.03% 2.03% 2.03% 2.03% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.03% 6.09% 9.24% 12.49% 15.83% End of Year Balance $10,303.00 $10,609.00 $10,924.09 $11,248.53 $11,582.61 Estimated Annual Expenses $ 199.98 $ 212.26 $ 218.56 $ 225.05 $ 231.74 - ----------------------------------------------------------------------------------------------- CLASS C(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 2.03% 2.03% 2.03% 2.03% 2.03% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 19.27% 22.81% 26.46% 30.21% 34.08% End of Year Balance $11,926.62 $12,280.84 $12,645.58 $13,021.15 $13,407.88 Estimated Annual Expenses $ 238.62 $ 245.71 $ 253.00 $ 260.52 $ 268.25 - -----------------------------------------------------------------------------------------------
CLASS R YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.47% 1.53% 1.53% 1.53% 1.53% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.53% 7.12% 10.84% 14.69% 18.67% End of Year Balance $10,353.00 $10,712.25 $11,083.96 $11,468.58 $11,866.54 Estimated Annual Expenses $ 149.59 $ 161.15 $ 166.74 $ 172.53 $ 178.51 - ----------------------------------------------------------------------------------------------- CLASS R YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.53% 1.53% 1.53% 1.53% 1.53% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 22.78% 27.04% 31.45% 36.01% 40.73% End of Year Balance $12,278.31 $12,704.36 $13,145.20 $13,601.34 $14,073.31 Estimated Annual Expenses $ 184.71 $ 191.12 $ 197.75 $ 204.61 $ 211.71 - -----------------------------------------------------------------------------------------------
INVESTOR CLASS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.22% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 3.78% 7.64% 11.64% 15.80% 20.11% End of Year Balance $10,378.00 $10,764.06 $11,164.48 $11,579.80 $12,010.57 Estimated Annual Expenses $ 124.31 $ 135.31 $ 140.34 $ 145.56 $ 150.98 - ----------------------------------------------------------------------------------------------- INVESTOR CLASS YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ----------------------------------------------------------------------------------------------- Annual Expense Ratio(1) 1.28% 1.28% 1.28% 1.28% 1.28% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 24.57% 29.21% 34.01% 39.00% 44.17% End of Year Balance $12,457.37 $12,920.78 $13,401.43 $13,899.97 $14,417.04 Estimated Annual Expenses $ 156.59 $ 162.42 $ 168.46 $ 174.73 $ 181.23 - -----------------------------------------------------------------------------------------------
(1) Your actual expenses may be higher or lower than those shown. (2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C have not been deducted. 4 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ INVESTMENT OBJECTIVES, STRATEGIES AND RISKS - -------------------------------------------------------------------------------- OBJECTIVES AND STRATEGIES The fund's investment objective is long-term growth of capital. The fund's investment objective may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet its objective by investing, normally, at least 80% of its assets in securities of large-capitalization companies that offer potential for capital growth, and may offer potential for current income. In complying with this 80% investment requirement, the fund will invest primarily in marketable equity securities, including convertible securities, but its investments may include other securi-ties, such as synthetic instruments. Synthetic instruments are invest-ments that have economic characteristics similar to the fund's direct investments, and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. The fund considers a company to be a large-capitalization company if it has a market capitalization, at the time of purchase, no smaller than the smallest capitalized company included in the Russell 1000--registered trademark-- Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. The Russell 1000 Index is a widely recognized, unmanaged index of common stocks that measures the performance of the 1,000 largest companies in the Russell 3000--registered trademark-- Index, which measures the performance of the 3,000 largest U.S. companies based on total market capitalization. In selecting securities, the portfolio managers emphasize the following characteristics, although not all investments will have these attributes: - Buy businesses trading at a significant discount to portfolio managers' estimate of intrinsic value. A company's market price must generally offer 50% appreciation potential to estimated intrinsic value over a 2 to 3 year time period. - Emphasize quality businesses with potential to grow intrinsic value over time. We seek established companies which we believe have solid growth prospects, the ability to earn an attractive return on invested capital and a management team that exhibits intelligent capital allocation skills. We estimate a company's intrinsic value primarily by taking the present value of projected future free cash flows (i.e. the excess cash generated by the business after considering all cash inflows and outflows to operate the business). We believe this intrinsic value represents the fair economic worth of the business and a value that an informed buyer would pay to acquire the entire company for cash. We check this valuation method with long-run absolute valuation characteristics (including price-to-earnings ratio and price-to-book value ratio) adjusted for the prevailing inflation and interest rate environment. The portfolio managers will consider selling a security to capitalize on a more attractive investment opportunity, if a security is trading significantly above the portfolio managers' estimate of intrinsic value or if there is a permanent, fundamental deterioration in business prospects that results in inadequate upside potential to estimated intrinsic value. The fund managers seek to achieve strong long-term performance by constructing a diversified portfolio of typically 40-60 stocks that offers value content greater than the broad market, as measured by the portfolio's aggregate discount to the portfolio managers' estimated intrinsic value of the portfolio. The investment process is fundamental in nature and focused on individual companies as opposed to macro economic forecasts or specific industry exposure. The portfolio construction process is intended to preserve and grow the estimated intrinsic value of the fund's portfolio rather than mirror the composition or sector weights of any benchmark. The fund may also invest up to 25% of its total assets in foreign securities. Any percentage limitations with respect to assets of the fund are applied at the time of purchase. For cash management purposes, the fund may hold a portion of its assets in cash or cash equivalents, including shares of affiliated money market funds. In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the fund may temporarily hold all or a portion of its assets in cash, cash equivalents (including shares of affiliated money market funds) or high-quality debt instruments. As a result, the fund may not achieve its investment objective. RISKS The principal risks of investing in the fund are: - - Market Risk--The prices of and the income generated by securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations. - - Value Investing Risk--Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be currently out-of-favor with many investors and can continue to be undervalued for long periods of time and may not ever realize their full value. - - Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. - - Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty 5 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. - - Interest Rate and Credit Risk--The fund may invest in debt securities such as notes and bonds. The values of debt securities and the income generated by debt securities may be affected by changing interest rates and by changes in effective maturities and credit ratings of these securities. There is a possibility that the issuers of these instruments will be unable to meet interest payments or repay principal. Changes in the financial strength of an issuer may reduce the credit rating of its securities and may decrease their value. Interest rate increases may cause the price of a debt security to decrease, and the longer a debt security's duration, the more sensitive it is to this risk. Falling interest rates may also prompt some issuers to refinance existing debt, causing your investment in the fund to lose value. - - U.S. Government Obligations Risk--The fund may invest in obligations issued by agencies and instrumentalities of the U.S. Government. These obligations vary in the level of support they receive from the U.S. Government. They may be: (i) supported by the full faith and credit of the U.S. Treasury, such as those of the Government National Mortgage Association; (ii) supported by the right of the issuer to borrow from the U.S. Treasury, such as those of the Federal National Mortgage Association; (iii) supported by the discretionary authority of the U.S. Government to purchase the issuer's obligations, such as those of the former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government. - - Derivatives Risk--The value of "derivatives" -- so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index -- may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. If the fund uses derivatives to "hedge" the overall risk of its portfolio, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the fund's portfolio. - - Counterparty Risk--Individually negotiated, or over-the-counter, derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the fund. - - Leveraging Risk--The fund may engage in transactions, including the use of synthetic instruments and derivatives, which may give rise to a form of leverage. Leverage may cause the fund's portfolio to be more volatile than if the portfolio had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the fund. - - Management Risk--There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results. DISCLOSURE OF PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The fund's portfolio holdings are disclosed on a regular basis in its semi-annual and annual reports to shareholders, and on Form N-Q, which is filed with the Securities and Exchange Commission (SEC) within 60 days of the fund's first and third fiscal quarter-ends. In addition, portfolio holdings information for the fund is available at http://www.aiminvestments.com. To reach this information, access the fund's overview page on the website. Links to the following fund information are located in the upper right side of this website page:
- --------------------------------------------------------------------------------------------------------------------------------- APPROXIMATE DATE OF INFORMATION REMAINS INFORMATION WEBSITE POSTING POSTED ON WEBSITE - --------------------------------------------------------------------------------------------------------------------------------- Top ten holdings as of month-end 15 days after month-end Until posting of the following month's top ten holdings - --------------------------------------------------------------------------------------------------------------------------------- Complete portfolio holdings as of 30 days after calendar quarter-end For one year calendar quarter-end - ---------------------------------------------------------------------------------------------------------------------------------
A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio holdings is available in the fund's Statement of Additional Information, which is available at http://www.aiminvestments.com. 6 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ FUND MANAGEMENT - -------------------------------------------------------------------------------- THE ADVISOR A I M Advisors, Inc. (the advisor or AIM) serves as the fund's investment advisor and is responsible for its day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises all aspects of the fund's operations and provides investment advisory services to the fund, including obtaining and evaluating economic, statistical and financial information to formulate and implement investment programs for the fund. The advisor has acted as an investment advisor since its organization in 1976. Today, the advisor, together with its subsidiaries, advises or manages over 200 investment portfolios, including the fund, encompassing a broad range of investment objectives. On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlements. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC. Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM funds, IFG, AIM, ADI and/or related entities and individuals in the future. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the fund's Statement of Additional Information. As a result of the matters discussed above, investors in the AIM funds might react by redeeming their investments. This might require the funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the funds. ADVISOR COMPENSATION During the fiscal year ended October 31, 2006, the advisor received compensation of 0.54% of average daily net assets, after fee waivers. A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended October 31, 2006. PORTFOLIO MANAGER(S) The following individuals are jointly and primarily responsible for the day-to-day management of the fund's portfolio: - - Bret W. Stanley (lead manager), Senior Portfolio Manager, who has been responsible for the fund since 1999 and has been associated with the advisor and/or its affiliates since 1998. As the lead manager, Mr. Stanley generally has final authority over all aspects of the fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings. The degree to which Mr. Stanley may perform these functions, and the nature of these functions, may change from time to time. - - R. Canon Coleman II, Portfolio Manager, who has been responsible for the fund since 2003 and has been associated with the advisor and/or its affiliates since 1999. - - Matthew W. Seinsheimer, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 1998. - - Michael J. Simon, Senior Portfolio Manager, who has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 2001. They are assisted by the advisor's Basic Value Team, which is comprised of portfolio managers and research analysts. Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the team may change from time to time. More information on these portfolio manager(s) and the team, including biographies of members of the team, may be found on the advisor's website (http://www.aiminvestments.com). The website is not part of this prospectus. 7 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ The fund's Statement of Additional Information provides additional information about the portfolio managers' investments in the fund, a description of their compensation structure, and information regarding other accounts they manage. OTHER INFORMATION - -------------------------------------------------------------------------------- SALES CHARGES Purchases of Class A shares of AIM Large Cap Basic Value Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to the contingent deferred sales charge listed in that section. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges listed in that section. Certain purchases of Class R shares may be subject to the contingent deferred sales charge listed in that section. DIVIDENDS AND DISTRIBUTIONS The fund expects that its distributions, if any, will consist primarily of capital gains. DIVIDENDS The fund generally declares and pays dividends, if any, annually. CAPITAL GAINS DISTRIBUTIONS The fund generally distributes long-term and short-term capital gains, if any, annually. 8 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended 2006 and 2005 has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request. Information prior to fiscal year 2005 was audited by other public accountants. For a discussion of how investments in IPOs affected the fund's performance, see the "Performance Information" section of this prospectus.
CLASS A ---------------------------------------------------------------- YEAR ENDED OCTOBER 31, ---------------------------------------------------------------- 2006 2005 2004 2003 2002 -------- -------- -------- -------- ------- Net asset value, beginning of period $ 13.52 $ 12.36 $ 11.39 $ 9.20 $ 10.94 - ------------------------------------------------------------------------------------------------------------------------------ Income from investment operations: Net investment income (loss)(a) 0.06 0.02 0.01 (0.00) 0.01 - ------------------------------------------------------------------------------------------------------------------------------ Net gains (losses) on securities (both realized and unrealized) 2.06 1.14 0.96 2.19 (1.75) ============================================================================================================================== Total from investment operations 2.12 1.16 0.97 2.19 (1.74) ============================================================================================================================== Net asset value, end of period $ 15.64 $ 13.52 $ 12.36 $ 11.39 $ 9.20 ______________________________________________________________________________________________________________________________ ============================================================================================================================== Total return(b) 15.68% 9.38% 8.52% 23.80% (15.90)% ______________________________________________________________________________________________________________________________ ============================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $126,700 $129,410 $150,190 $121,980 $94,387 ______________________________________________________________________________________________________________________________ ============================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.22%(c) 1.35% 1.33% 1.42% 1.38% - ------------------------------------------------------------------------------------------------------------------------------ Without fee waivers and/or expense reimbursements 1.28%(c) 1.37% 1.35% 1.42% 1.38% ============================================================================================================================== Ratio of net investment income (loss) to average net assets 0.40%(c) 0.15% 0.11% (0.01)% 0.11% ______________________________________________________________________________________________________________________________ ============================================================================================================================== Portfolio turnover rate 26% 9% 32% 41% 37% ______________________________________________________________________________________________________________________________ ==============================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (c) Ratios are based on average daily net assets of $130,242,872. 9 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS B ------------------------------------------------------ YEAR ENDED OCTOBER 31, ------------------------------------------------------ 2006 2005 2004 2003 2002 ------- ------- ------- ------- ------- Net asset value, beginning of period $ 13.06 $ 12.02 $ 11.15 $ 9.07 $ 10.86 - -------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss)(a) (0.05) (0.07) (0.07) (0.07) (0.06) - -------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.99 1.11 0.94 2.15 (1.73) ==================================================================================================================== Total from investment operations 1.94 1.04 0.87 2.08 (1.79) ==================================================================================================================== Net asset value, end of period $ 15.00 $ 13.06 $ 12.02 $ 11.15 $ 9.07 ____________________________________________________________________________________________________________________ ==================================================================================================================== Total return(b) 14.86% 8.65% 7.80% 22.93% (16.48)% ____________________________________________________________________________________________________________________ ==================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $60,627 $69,040 $84,896 $80,018 $63,977 ____________________________________________________________________________________________________________________ ==================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.97%(c) 2.03% 1.98% 2.07% 2.02% - -------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 2.03%(c) 2.05% 2.00% 2.07% 2.02% ==================================================================================================================== Ratio of net investment income (loss) to average net assets (0.35)%(c) (0.53)% (0.54)% (0.66)% (0.53)% ____________________________________________________________________________________________________________________ ==================================================================================================================== Portfolio turnover rate 26% 9% 32% 41% 37% ____________________________________________________________________________________________________________________ ====================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (c) Ratios are based on average daily net assets of $66,971,409.
CLASS C ------------------------------------------------------ YEAR ENDED OCTOBER 31, ------------------------------------------------------ 2006 2005 2004 2003 2002 ------- ------- ------- ------- ------- Net asset value, beginning of period $ 13.06 $ 12.02 $ 11.15 $ 9.07 $ 10.85 - -------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss)(a) (0.05) (0.07) (0.07) (0.07) (0.06) - -------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 1.98 1.11 0.94 2.15 (1.72) ==================================================================================================================== Total from investment operations 1.93 1.04 0.87 2.08 (1.78) ==================================================================================================================== Net asset value, end of period $ 14.99 $ 13.06 $ 12.02 $ 11.15 $ 9.07 ____________________________________________________________________________________________________________________ ==================================================================================================================== Total return(b) 14.78% 8.65% 7.80% 22.93% (16.41)% ____________________________________________________________________________________________________________________ ==================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $27,153 $26,593 $30,835 $26,566 $21,775 ____________________________________________________________________________________________________________________ ==================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.97%(c) 2.03% 1.98% 2.07% 2.02% - -------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 2.03%(c) 2.05% 2.00% 2.07% 2.02% ==================================================================================================================== Ratio of net investment income (loss) to average net assets (0.35)%(c) (0.53)% (0.54)% (0.66)% (0.53)% ____________________________________________________________________________________________________________________ ==================================================================================================================== Portfolio turnover rate 26% 9% 32% 41% 37% ____________________________________________________________________________________________________________________ ====================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges. (c) Ratios are based on average daily net assets of $26,859,072. 10 ------------------------------ AIM LARGE CAP BASIC VALUE FUND ------------------------------ FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CLASS R -------------------------------------------------------- JUNE 3, 2002 (DATE SALES YEAR ENDED OCTOBER 31, COMMENCED) TO --------------------------------------- OCTOBER 31, 2006 2005 2004 2003 2002 ------ ------ ------ ------ ------------- Net asset value, beginning of period $13.44 $12.31 $11.36 $ 9.20 $ 11.60 - ---------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss)(a) 0.02 (0.00) (0.01) (0.02) (0.00) - ---------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 2.04 1.13 0.96 2.18 (2.40) ====================================================================================================================== Total from investment operations 2.06 1.13 0.95 2.16 (2.40) ====================================================================================================================== Net asset value, end of period $15.50 $13.44 $12.31 $11.36 $ 9.20 ______________________________________________________________________________________________________________________ ====================================================================================================================== Total return(b) 15.33% 9.18% 8.36% 23.48% (20.69)% ______________________________________________________________________________________________________________________ ====================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $1,736 $1,306 $ 991 $ 588 $ 8 ______________________________________________________________________________________________________________________ ====================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.47%(c) 1.53% 1.48% 1.57% 1.54%(d) - ---------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.53%(c) 1.55% 1.50% 1.57% 1.54%(d) ====================================================================================================================== Ratio of net investment income (loss) to average net assets 0.15%(c) (0.03)% (0.04)% (0.16)% (0.05)%(d) ______________________________________________________________________________________________________________________ ====================================================================================================================== Portfolio turnover rate(e) 26% 9% 32% 41% 37% ______________________________________________________________________________________________________________________ ======================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (c) Ratios are based on average daily net assets of $1,515,472. (d) Annualized. (e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
INVESTOR CLASS ------------------------------------------------------ SEPTEMBER 30, 2003 (DATE SALES YEAR ENDED OCTOBER 31, COMMENCED) TO -------------------------------- OCTOBER 31, 2006 2005 2004 2003 ------- ------- ------- ------------------ Net asset value, beginning of period $ 13.55 $ 12.37 $ 11.39 $10.98 - -------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income(a) 0.06 0.03 0.03 0.00 - -------------------------------------------------------------------------------------------------------------------- Net gains on securities (both realized and unrealized) 2.06 1.15 0.95 0.41 ==================================================================================================================== Total from investment operations 2.12 1.18 0.98 0.41 ==================================================================================================================== Net asset value, end of period $ 15.67 $ 13.55 $ 12.37 $11.39 ____________________________________________________________________________________________________________________ ==================================================================================================================== Total return(b) 15.65% 9.54% 8.60% 3.73% ____________________________________________________________________________________________________________________ ==================================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $44,452 $62,838 $70,548 $ 178 ____________________________________________________________________________________________________________________ ==================================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 1.22%(c) 1.28% 1.24% 1.25%(d) - -------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 1.28%(c) 1.30% 1.25% 1.25%(d) ==================================================================================================================== Ratio of net investment income to average net assets 0.40%(c) 0.22% 0.20% 0.16%(d) ____________________________________________________________________________________________________________________ ==================================================================================================================== Portfolio turnover rate(e) 26% 9% 32% 41% ____________________________________________________________________________________________________________________ ====================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (c) Ratios are based on average daily net assets of $61,370,806. (d) Annualized. (e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. 11 OBTAINING ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- More information may be obtained free of charge upon request. The Statement of Additional Information (SAI), a current version of which is on file with the Securities and Exchange Commission (SEC), contains more details about the fund and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the fund's investments. The fund's annual report also discusses the market conditions and investment strategies that significantly affected the fund's performance during its last fiscal year. The fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q. If you have questions about this fund, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of the fund's current SAI or annual or semiannual reports, please contact us by mail at AIM Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-0739 or BY TELEPHONE: (800) 959-4246 ON THE INTERNET: You can send us a request by e-mail or download prospectuses, SAIs, annual or semiannual reports via our website: http://www.aiminvestments.com
THE FUND'S MOST RECENT PORTFOLIO HOLDINGS, AS FILED ON FORM N-Q, ARE ALSO AVAILABLE AT HTTP://WWW.AIMINVESTMENTS.COM.
You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room. - ---------------------------------------- AIM Large Cap Basic Value Fund SEC 1940 Act file number: 811-01424 ---------------------------------------- AIMinvestments.com LCBV-PRO-1 YOUR GOALS. OUR SOLUTIONS. [AIM INVESTMENTS LOGO APPEARS HERE] --Registered Trademark-- --Registered Trademark-- OBTAINING ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- More information may be obtained free of charge upon request. The Statement of Additional Information (SAI), a current version of which is on file with the Securities and Exchange Commission (SEC), contains more details about the fund and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the fund's investments. The fund's annual report also discusses the market conditions and investment strategies that significantly affected the fund's performance during its last fiscal year. The fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q. If you have questions about this fund, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of the fund's current SAI or annual or semiannual reports, please contact us by mail at AIM Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-0739 or BY TELEPHONE: (800) 959-4246 ON THE INTERNET: You can send us a request by e-mail or download prospectuses, SAIs, annual or semiannual reports via our website: http://www.aiminvestments.com THE FUND'S MOST RECENT PORTFOLIO HOLDINGS, AS FILED ON FORM N-Q, ARE ALSO AVAILABLE AT HTTP://WWW.AIMINVESTMENTS.COM.
You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room. - ---------------------------------------- AIM Large Cap Growth Fund SEC 1940 Act file number: 811-01424 ---------------------------------------- AIMinvestments.com LCG-PRO-1 YOUR GOALS. OUR SOLUTIONS. [AIM INVESTMENTS LOGO APPEARS HERE] --Registered Trademark-- --Registered Trademark-- AIM Capital Development Fund AIM Charter Fund AIM Constellation Fund AIM Diversified Dividend Fund AIM Large Cap Basic Value Fund AIM Large Cap Growth Fund PROSPECTUS February 28, 2007 Institutional Classes AIM Capital Development Fund's investment objective is long-term growth of capital. AIM Charter Fund's investment objective is growth of capital. AIM Constellation Fund's investment objective is growth of capital. AIM Diversified Dividend Fund's investment objective is growth of capital and, secondarily, current income. AIM Large Cap Basic Value Fund's investment objective is long-term growth of capital. AIM Large Cap Growth Fund's investment objective is long-term growth of capital. - -------------------------------------------------------------------------------- This prospectus contains important information about the Institutional Class shares of the funds. Please read it before investing and keep it for future reference. As with all other mutual fund securities, the Securities and Exchange Commission has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime. An investment in the funds: - - is not FDIC insured; - - may lose value; and - - is not guaranteed by a bank. ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- TABLE OF CONTENTS - -------------------------------------------------------------------------------- INVESTMENT OBJECTIVES AND STRATEGIES 1 - ------------------------------------------------------ AIM Capital Development Fund 1 AIM Charter Fund 1 AIM Constellation Fund 2 AIM Diversified Dividend Fund 2 AIM Large Cap Basic Value Fund 2 AIM Large Cap Growth Fund 3 Capital Development and Constellation 3 All Funds (except Capital Development) 3 PRINCIPAL RISKS OF INVESTING IN THE FUNDS 4 - ------------------------------------------------------ PERFORMANCE INFORMATION 6 - ------------------------------------------------------ Annual Total Returns 6 Performance Table 9 FEE TABLE AND EXPENSE EXAMPLE 12 - ------------------------------------------------------ Fee Table 12 Expense Example 13 HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION 13 - ------------------------------------------------------ DISCLOSURE OF PORTFOLIO HOLDINGS 14 - ------------------------------------------------------ FUND MANAGEMENT 14 - ------------------------------------------------------ The Advisor 14 Advisor Compensation 15 Portfolio Manager(s) 15 OTHER INFORMATION 16 - ------------------------------------------------------ Dividends and Distributions 16 Suitability for Investors 16 FINANCIAL HIGHLIGHTS 17 - ------------------------------------------------------ SHAREHOLDER INFORMATION A-1 - ------------------------------------------------------ Purchasing Shares A-1 Excessive Short-Term Trading Activity Disclosures A-2 Redeeming Shares A-4 Exchanging Shares A-5 Pricing of Shares A-6 Taxes A-7 OBTAINING ADDITIONAL INFORMATION Back Cover - ------------------------------------------------------
The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA, Invest with DISCIPLINE, The AIM College Savings Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions. are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM Private Asset Management, AIM Private Asset Management and Design, AIM Stylized and/or Design, AIM Alternative Assets and Design and myaim.com are service marks of A I M Management Group Inc. AIM Trimark is a registered service mark of A I M Management Group Inc. and AIM Funds Management Inc. No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and you should not rely on such other information or representations. ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- INVESTMENT OBJECTIVES AND STRATEGIES - -------------------------------------------------------------------------------- AIM CAPITAL DEVELOPMENT FUND (CAPITAL DEVELOPMENT) The fund's investment objective is long-term growth of capital. The investment objective of the fund may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet its objective by investing primarily in equity securities of mid-capitalization companies. The principal type of equity securities purchased by the fund is common stocks. The fund considers a company to be a mid-capitalization company if it has a market capitalization, at the time of purchase, within the range of the largest and smallest capitalized companies included in the Russell Mid Cap--Registered Trademark-- Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. The largest capitalized company in the Russell Mid Cap--Registered Trademark-- Index during the above referenced period ended December 31, 2006, had a market capitalization of approximately $27 billion, while the smallest capitalized company had a market capitalization of approximately $265 million during such period. The Russell Mid Cap--Registered Trademark-- Index measures the performance of the 800 smallest companies with the lowest market capitalization in the Russell 1000--Registered Trademark-- Index. The Russell 1000--Registered Trademark-- Index measures the performance of the 1,000 largest companies domiciled in the United States based on total market capitalization. The companies in the Russell Mid Cap--Registered Trademark-- Index are considered representative of medium- sized companies and constitute approximately 25% of the total market capitalization of the Russell 1000--Registered Trademark-- Index. The fund's investments in the types of securities described in this prospectus vary from time to time, and at any time, the fund may not be invested in all types of securities described in this prospectus. Any percentage limitations with respect to assets of the fund are applied at the time of purchase. The portfolio managers actively manage the fund using a two-step stock selection process that combines quantitative and fundamental analyses. The quantitative analysis involves using a stock ranking model to rank stocks based primarily upon: (1) earnings, (2) quality; and (3) valuation. The fundamental analysis focuses on identifying both industries and mid-capitalization companies that, in the portfolio manager's view, have high growth potential and are also favorably priced relative to the growth expectations for that company. The resulting portfolio contains two types of companies: (1) consistent growth companies and (2) earnings-acceleration companies. Consistent growth companies are companies with a history of strong returns and, in the portfolio manager's opinion, are industry leaders serving growing, non-cyclical markets whose performance tends to remain constant regardless of economic conditions. Earnings acceleration companies are companies that are driven by near-term catalysts such as new products, improved processes and/or specific economic conditions that may lead to rapid sales and earnings growth. The portfolio managers strive to control the fund's volatility and risk by diversifying fund holdings across sectors as well as by building a portfolio with approximately equal weightings among security holdings. The portfolio managers consider selling or reducing the fund's holdings in a stock if: (1) it no longer meets their investment criteria; (2) a company's fundamentals deteriorate; (3) a stock's price reaches its valuation target; (4) a company is no longer considered a mid-capitalization company; and/or (5) a more attractive investment option is identified. The fund typically maintains a portion of its assets in cash (including cash equivalents). Cash held by the fund is generally invested in money market funds advised by the fund's advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The amount of cash held by the fund may increase if the fund takes a temporary defensive position. The fund may take a temporary defensive position when it receives unusually large redemption requests, or if there are inadequate investment opportunities due to adverse market, economic, political or other conditions. A larger amount of cash could negatively affect the fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of the fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. AIM CHARTER FUND (CHARTER) The fund's investment objective is growth of capital. The investment objective of the fund may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet its objective by investing normally at least 65% of its total assets in securities of established companies that have long-term above-average growth in earnings and growth companies that the portfolio manager believes have the potential for above-average growth in earnings. In selecting investments, the portfolio manager seeks to identify those companies that are, in his view, undervalued relative to current or projected earnings, or the current market value of assets owned by the company. The primary emphasis of the portfolio manager's search for undervalued equity securities is in four categories: (1) out-of-favor cyclical growth companies; (2) established growth companies that are undervalued compared to historical relative valuation parameters; (3) companies where there is early but tangible evidence of improving prospects which are not yet reflected in the value of the companies' equity securities; and (4) companies whose equity securities are selling at prices that do not yet reflect the current market value of their assets. The portfolio manager considers whether to sell a particular security when any of these factors materially changes. For risk management or cash management purposes, the fund may hold a portion of its assets in cash or cash equivalents, including shares of affiliated money market funds. Any percentage limitations with respect to assets of the fund are applied at the time of purchase. A larger position in cash or cash equivalents could detract from achieving the fund's objective, but 1 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- could also reduce the fund's exposure in the event of a market downturn. AIM CONSTELLATION FUND (CONSTELLATION) The fund's investment objective is growth of capital. The investment objective of the fund may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet this objective by investing principally in common stocks of companies the portfolio managers believe are likely to benefit from new or innovative products, services or processes as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth. The portfolio managers consider whether to sell a particular security when it no longer meets these criteria. The fund will invest without regard to market capitalization. AIM DIVERSIFIED DIVIDEND FUND (DIVERSIFIED DIVIDEND) The fund's primary investment objective is growth of capital, and, secondarily current income. The investment objectives of the fund may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet these objectives by investing, normally, at least 80% of its assets in dividend-paying equity securities. In complying with this 80% investment requirement, the fund will invest primarily in marketable equity securities, including convertible securities, but its investments may include other securities, such as synthetic instruments. Synthetic instruments are investments that have economic characteristics similar to the fund's direct investments, and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. The fund may invest up to 20% of assets in master limited partnerships or in investment-grade debt securities of U.S. issuers. In selecting investments, the portfolio manager seeks to identify dividend-paying companies with strong profitability, solid balance sheets and capital allocation policies that support sustained or increasing dividends and share repurchases. Through fundamental research, financial statement analysis and application of several valuation techniques, the management estimates a target price for each stock over a 2-3 year investment horizon. The portfolio management team then constructs a portfolio they believe provides the best combination of price appreciation potential, dividend income and risk profile. The portfolio manager considers whether to sell a particular security when any of these factors materially changes. AIM LARGE CAP BASIC VALUE FUND (LARGE CAP BASIC VALUE) The fund's investment objective is long-term growth of capital. The fund's investment objective may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet its objective by investing, normally, at least 80% of its assets in securities of large-capitalization companies that offer potential for capital growth, and may offer potential for current income. In complying with this 80% investment requirement, the fund will invest primarily in marketable equity securities, including convertible securities, but its investments may include other securities, such as synthetic instruments. Synthetic instruments are investments that have economic characteristics similar to the fund's direct investments, and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. The fund considers a company to be a large-capitalization company if it has a market capitalization, at the time of purchase, no smaller than the smallest capitalized company included in the Russell 1000--registered trademark" Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. The Russell 1000 Index is a widely recognized, unmanaged index of common stocks that measures the performance of the 1,000 largest companies in the Russell 3000--registered trademark" Index, which measures the performance of the 3,000 largest U.S. companies based on total market capitalization. In selecting securities, the portfolio managers emphasize the following characteristics, although not all investments will have these attributes: - Buy businesses trading at a significant discount to portfolio managers' estimate of intrinsic value. A company's market price must generally offer 50% appreciation potential to estimated intrinsic value over a 2 to 3 year time period. - Emphasize quality businesses with potential to grow intrinsic value over time. We seek established companies which we believe have solid growth prospects, the ability to earn an attractive return on invested capital and a management team that exhibits intelligent capital allocation skills. We estimate a company's intrinsic value primarily by taking the present value of projected future free cash flows (i.e. the excess cash generated by the business after considering all cash inflows and outflows to operate the business). We believe this intrinsic value represents the fair economic worth of the business and a value that an informed buyer would pay to acquire the entire company for cash. We check this valuation method with long-run absolute valuation characteristics (including price-to-earnings ratio and price-to-book value ratio) adjusted for the prevailing inflation and interest rate environment. The portfolio managers will consider selling a security to capitalize on a more attractive investment opportunity, if a security is trading significantly above the portfolio managers' estimate of intrinsic value or if there is a permanent, fundamental deterioration in business prospects that results in inadequate upside potential to estimated intrinsic value. The fund managers seek to achieve strong long-term performance by constructing a diversified portfolio of typically 40-60 stocks that offers value content greater than the broad market, as measured by the portfolio's aggregate discount to the portfolio managers' estimated intrinsic value of the portfolio. The investment process is fundamental in nature and focused on individual companies as opposed to macro economic forecasts or specific industry exposure. The portfolio construction process is intended to preserve and grow the estimated intrinsic value of the fund's portfolio rather than mirror the composition or sector weights of any benchmark. 2 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- AIM LARGE CAP GROWTH FUND (LARGE CAP GROWTH) The fund's investment objective is long-term growth of capital. The investment objective of the fund may be changed by the Board of Trustees without shareholder approval. The fund seeks to meet its objective by investing, normally, at least 80% of its assets in securities of large-capitalization companies. In complying with this 80% investment requirement, the fund will invest primarily in marketable equity securities, including convertible securities, but its investments may include other securities, such as synthetic instruments. Synthetic instruments are investments that have economic characteristics similar to the fund's direct investments, and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. The fund considers a company to be a large-capitalization company if it has a market capitalization, at the time of purchase, no smaller than the smallest capitalized company included in the Russell 1000--Registered Trademark-- Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. The Russell 1000 Index is a widely recognized, unmanaged index of common stocks that measures the performance of the 1,000 largest companies in the Russell 3000--Registered Trademark-- Index, which measures the performance of the 3,000 largest U.S. companies based on total market capitalization. The fund's portfolio managers may focus on securities of companies with market capitalizations that are within the top 50% of stocks in the Russell 1000 Index at the time of purchase. The portfolio managers purchase securities of a limited number of large-cap companies that they believe have the potential for above-average growth in revenues and earnings. The portfolio managers consider whether to sell a particular security when they believe the security no longer has that potential. CAPITAL DEVELOPMENT AND CONSTELLATION Each fund may engage in active and frequent trading of portfolio securities to achieve its investment objectives. If a fund does trade in this way, it may incur increased transaction costs and brokerage commissions, both of which can lower the actual return on your investment. Active trading may also increase short-term gains and losses, which may affect the taxes you have to pay. ALL FUNDS (EXCEPT CAPITAL DEVELOPMENT) Each fund may invest up to 25% of its total assets in foreign securities. For cash management purposes, the funds may also hold a portion of their assets in cash or cash equivalents, including shares of affiliated money market funds. Any percentage limitations with respect to assets of a fund are applied at the time of purchase. In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the funds may temporarily hold all or a portion of their assets in cash, cash equivalents or high-quality debt instruments. As a result, a fund may not achieve its investment objective. 3 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- PRINCIPAL RISKS OF INVESTING IN THE FUNDS - -------------------------------------------------------------------------------- ALL FUNDS (EXCEPT CAPITAL DEVELOPMENT) There is a risk that you could lose all or a portion of your investment in the funds. The value of your investment in a fund will go up and down with the prices of the securities in which the fund invests. The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. Foreign securities have additional risks, including exchange rate changes, political and economic upheaval, the relative lack of information about these companies, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards. An investment in the fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. CAPITAL DEVELOPMENT The principal risks of investing in the fund are: - - Market Risk--The prices of, and the income generated by, securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations. Certain securities selected for the fund's portfolio may decline in value more than the overall stock market. In general, the securities of mid-size companies are more volatile than those of large companies. - - Growth Investing Risk--Growth stocks can perform differently from the market as a whole than other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks. - - Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. - - Market Capitalization Risk--Stocks fall into three broad market capitalization categories -- large, medium and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Mid-capitalization companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in mid-capitalization sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, markets and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of larger companies, each of which can cause significant price volatility. The securities of mid-capitalization companies may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for the fund to establish or close out a position in these securities at prevailing market prices. There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results. There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will rise and fall with the prices of the securities in which the fund invests. An investment in the fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. CHARTER To the extent the fund holds cash or cash equivalents rather than equity securities for risk management purposes, the fund may not achieve its investment objective. CONSTELLATION The fluctuation in the value of your investment is especially true with respect to equity securities of smaller companies, whose prices may go up and down more than equity securities of larger, more-established companies. Also, since equity securities of smaller companies may not be traded as often as equity securities of larger, more-established companies, it may be difficult or impossible for the fund to sell securities at a desirable price. DIVERSIFIED DIVIDEND The income you may receive from your investment in Diversified Dividend may vary. Debt securities are particularly vulnerable to credit risk and interest rate fluctuations. When interest rates rise, bond prices fall; the longer a bond's duration, the more sensitive it is to the risk. The values of the convertible securities in which the fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of convertible securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and at a price that is unfavorable to the fund. LARGE CAP BASIC VALUE The principal risks of investing in the fund are: - - Market Risk--The prices of and the income generated by securities held by the fund may decline in response to certain events, 4 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations. - - Value Investing Risk--Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be currently out-of-favor with many investors and can continue to be undervalued for long periods of time and may not ever realize their full value. - - Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. - - Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. - - Interest Rate and Credit Risk--The fund may invest in debt securities such as notes and bonds. The values of debt securities and the income generated by debt securities may be affected by changing interest rates and by changes in effective maturities and credit ratings of these securities. There is a possibility that the issuers of these instruments will be unable to meet interest payments or repay principal. Changes in the financial strength of an issuer may reduce the credit rating of its securities and may decrease their value. Interest rate increases may cause the price of a debt security to decrease, and the longer a debt security's duration, the more sensitive it is to this risk. Falling interest rates may also prompt some issuers to refinance existing debt, causing your investment in the fund to lose value. - - U.S. Government Obligations Risk--The fund may invest in obligations issued by agencies and instrumentalities of the U.S. Government. These obligations vary in the level of support they receive from the U.S. Government. They may be: (i) supported by the full faith and credit of the U.S. Treasury, such as those of the Government National Mortgage Association; (ii) supported by the right of the issuer to borrow from the U.S. Treasury, such as those of the Federal National Mortgage Association; (iii) supported by the discretionary authority of the U.S. Government to purchase the issuer's obligations, such as those of the former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government. - - Derivatives Risk--The value of "derivatives" -- so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index -- may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. If the fund uses derivatives to "hedge" the overall risk of its portfolio, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the fund's portfolio. - - Counterparty Risk--Individually negotiated, or over-the-counter, derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the fund. - - Leveraging Risk--The fund may engage in transactions, including the use of synthetic instruments and derivatives, which may give rise to a form of leverage. Leverage may cause the fund's portfolio to be more volatile than if the portfolio had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the fund. - - Management Risk--There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results. 5 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- PERFORMANCE INFORMATION - -------------------------------------------------------------------------------- The bar charts and tables shown below provide an indication of the risks of investing in each of the funds. A fund's past performance (before and after taxes) is not necessarily an indication of its future performance. ANNUAL TOTAL RETURNS - -------------------------------------------------------------------------------- The following bar charts show changes in the performance of Capital Development's, Charter's, Constellation's, Diversified Dividend's, Large Cap Basic Value's and Large Cap Growth's Institutional Class shares from year to year. Institutional Class shares are not subject to front-end or back-end sales loads. CAPITAL DEVELOPMENT--INSTITUTIONAL CLASS (PERFORMANCE GRAPH)
ANNUAL YEARS ENDED TOTAL DECEMBER 31 RETURNS - ----------- ------- 2003................................................................... 36.09% 2004................................................................... 16.08% 2005................................................................... 10.11% 2006................................................................... 16.84%
CHARTER--INSTITUTIONAL CLASS (PERFORMANCE GRAPH)
ANNUAL YEARS ENDED TOTAL DECEMBER 31 RETURNS - ----------- ------- 1997................................................................... 25.18% 1998................................................................... 27.40% 1999................................................................... 34.37% 2000................................................................... -14.37% 2001................................................................... -22.67% 2002................................................................... -15.81% 2003................................................................... 24.64% 2004................................................................... 9.30% 2005................................................................... 5.39% 2006................................................................... 16.84%
6 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- PERFORMANCE INFORMATION (CONTINUED) - -------------------------------------------------------------------------------- CONSTELLATION--INSTITUTIONAL CLASS (PERFORMANCE GRAPH)
ANNUAL YEARS ENDED TOTAL DECEMBER 31 RETURNS - ----------- ------- 1997................................................................... 13.45% 1998................................................................... 19.41% 1999................................................................... 45.07% 2000................................................................... -9.98% 2001................................................................... -23.22% 2002................................................................... -24.37% 2003................................................................... 29.98% 2004................................................................... 6.83% 2005................................................................... 8.98% 2006................................................................... 6.35%
DIVERSIFIED DIVIDEND--INSTITUTIONAL CLASS (PERFORMANCE GRAPH)
ANNUAL YEARS ENDED TOTAL DECEMBER 31 RETURNS - ----------- ------- 2006................................................................... 16.77%
7 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- PERFORMANCE INFORMATION (CONTINUED) - -------------------------------------------------------------------------------- LARGE CAP BASIC VALUE--INSTITUTIONAL CLASS (PERFORMANCE GRAPH)
ANNUAL YEAR ENDED TOTAL DECEMBER 31 RETURNS - ----------- ------- 2005................................................................... 6.91% 2006................................................................... 14.13%
LARGE CAP GROWTH--INSTITUTIONAL CLASS (PERFORMANCE GRAPH)
ANNUAL YEAR ENDED TOTAL DECEMBER 31 RETURNS - ----------- ------- 2005................................................................... 7.51% 2006................................................................... 8.76%
8 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- PERFORMANCE INFORMATION (CONTINUED) - -------------------------------------------------------------------------------- During the periods shown in the bar charts, the highest quarterly returns and the lowest quarterly returns were as follows:
HIGHEST QUARTERLY RETURN LOWEST QUARTERLY RETURN FUND (QUARTER ENDED) (QUARTER ENDED) - ----------------------------------------------------------------------------------- Capital 17.32% (6/30/03) (3.28)% (9/30/04) Development--Institutional Class Charter--Institutional Class 26.29 (12/31/98) (21.63) (9/30/01) Constellation-- 36.71 (12/31/99) (23.20) (9/30/01) Institutional Class Diversified Dividend-- 6.58 (12/31/06) (0.58) (6/30/06) Institutional Class Large Cap Basic Value-- 7.44 (12/31/06) (3.48) (6/30/06) Institutional Class Large Cap Growth-- 6.09 (12/31/06) (5.39) (6/30/06) Institutional Class - -----------------------------------------------------------------------------------
PERFORMANCE TABLE The following performance table compares each fund's performance to that of a broad-based securities market index, a style specific index, and a peer group index. The indices may not reflect payment of fees, expenses or taxes. The funds are not managed to track the performance of any particular index, including the indices shown below, and consequently, the performance of the funds may deviate significantly from the performance of the indices shown below.
AVERAGE ANNUAL TOTAL RETURNS(1) - ----------------------------------------------------------------------------------------- (for the periods ended SINCE INCEPTION December 31, 2006) 1 YEAR 5 YEARS 10 YEARS INCEPTION(2) DATE - ----------------------------------------------------------------------------------------- CAPITAL DEVELOPMENT--INSTITUTIONAL CLASS 03/15/02 Return Before Taxes 16.84% -- -- 9.37% Return After Taxes on Distributions 14.67 -- -- 8.14 Return After Taxes on Distributions and Sale of Fund Shares 12.65 -- -- 7.86 - ----------------------------------------------------------------------------------------- S&P 500--Registered Trademark-- Index(3) 15.78% -- -- 7.16%(20) 02/28/02(20) Russell Midcap--Registered Trademark-- Growth Index(4,5) 10.66 -- -- 10.58(20) 02/28/02(20) Lipper Mid-Cap Growth Funds Index(4,6) 11.02 -- -- 8.30(20) 02/28/02(20) - ----------------------------------------------------------------------------------------- CHARTER--INSTITUTIONAL CLASS 07/30/91 Return Before Taxes 16.84% 7.15% 7.20% -- Return After Taxes on Distributions 16.66 7.00 6.17 -- Return After Taxes on Distributions and Sale of Fund Shares 11.18 6.17 5.76 -- - ----------------------------------------------------------------------------------------- S&P 500--Registered Trademark-- Index(3) 15.78% 6.19% 8.42% -- Russell 1000--Registered Trademark-- Index(10,11) 15.46 6.82 8.64 -- Lipper Large-Cap Core Funds Index(10,12) 13.39 5.00 7.27 -- - ----------------------------------------------------------------------------------------- CONSTELLATION--INSTITUTIONAL CLASS 04/08/92 Return Before Taxes 6.35% 4.01% 5.16% -- Return After Taxes on Distributions 6.35 4.01 4.33 -- Return After Taxes on Distributions and Sale of Fund Shares 4.12 3.44 4.26 -- - ----------------------------------------------------------------------------------------- S&P 500--Registered Trademark-- Index(3) 15.78% 6.19% 8.42% -- Russell 1000--Registered Trademark-- Growth Index(8,13) 9.07 2.69 5.44 -- Lipper Multi-Cap Growth Funds Index(13,14) 9.21 4.73 6.41 -- - -----------------------------------------------------------------------------------------
9 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- PERFORMANCE INFORMATION (CONTINUED) - --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS(1) - ----------------------------------------------------------------------------------------- (for the periods ended SINCE INCEPTION December 31, 2006) 1 YEAR 5 YEARS 10 YEARS INCEPTION(2) DATE - ----------------------------------------------------------------------------------------- DIVERSIFIED DIVIDEND--INSTITUTIONAL CLASS(15) 12/31/01(15) Return Before Taxes 16.77% 9.12% -- 9.12% Return After Taxes on Distributions 15.73 8.66 -- 8.66 Return After Taxes on Distributions and Sale of Fund Shares 12.25 7.84 -- 7.84 - ----------------------------------------------------------------------------------------- S&P 500--Registered Trademark-- Index(3) 15.78% 6.19% -- 6.19%(20) 12/31/01(20) Russell 1000--Registered Trademark-- Index(10,11) 15.46 6.82 -- 6.82(20) 12/31/01(20) Lipper Large-Cap Core Funds Index(10,12) 13.39 5.00 -- 5.00(20) 12/31/01(20) - ----------------------------------------------------------------------------------------- LARGE CAP BASIC VALUE--INSTITUTIONAL CLASS(16) 06/30/99(16) Return Before Taxes 14.13% 6.25% -- 7.43% Return After Taxes on Distributions 13.15 6.06 -- 7.10 Return After Taxes on Distributions and Sales of Fund Shares 10.48 5.40 -- 6.36 - ----------------------------------------------------------------------------------------- S&P 500--Registered Trademark-- Index(3) 15.78% 6.19% -- 2.05%(20) 06/30/99(20) Russell 1000--Registered Trademark-- Value Index(17,18) 22,25 10.86 -- 6.55(20) 06/30/99(20) Lipper Large-Cap Value Funds Index(17,19) 18.28 7.67 -- 4.02(20) 06/30/99(20) - ----------------------------------------------------------------------------------------- LARGE CAP GROWTH--INSTITUTIONAL CLASS(16) 03/01/99(16) Return Before Taxes 8.76% 3.98% -- 2.08% Return After Taxes on Distributions 8.76 3.98 -- 2.08 Return After Taxes on Distributions and Sale of Fund Shares 5.69 3.42 -- 1.79 - ----------------------------------------------------------------------------------------- S&P 500--Registered Trademark-- Index(3) 15.78% 6.19% -- 3.37%(20) 02/28/99(20) Russell 1000--Registered Trademark-- Growth Index(7,8) 9.07 2.69 -- (0.93)(20) 02/28/99(20) Lipper Large-Cap Growth Funds Index(7,9) 4.72 2.01 -- (1.45)(20) 02/28/99(20) - -----------------------------------------------------------------------------------------
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. (1) Large Cap Basic Value's and Large Cap Growth's returns during certain periods was positively impacted by their investments in initial public offerings (IPOs). There can be no assurance that the funds will have favorable IPO investment opportunities in the future. For additional information regarding the funds' performance, please see the "Financial Highlights" section of this prospectus. (2) Since Inception performance is only provided for a class with less than ten calendar years of performance. (3) The S&P 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. (4) The fund has also included the Russell Midcap Growth Index which the fund believes more closely reflects the performance of the types of securities in which the fund invests. In addition, the Lipper-Mid Cap Growth Funds Index (which may or may not include the fund) is included for comparison to a peer group. (5) The Russell Midcap Growth Index measures the performance of those securities in the Russell Midcap--Registered Trademark-- Index with a higher than average growth forecast. The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index. These stocks represent approximately 25% of the total market capitalization of the Russell 1000 Index. The Russell 1000 Index measures the performance of the 1,000 largest companies domiciled in the United States. (6) The Lipper Mid-Cap Growth Funds Index is an equally weighted representation of the 30 largest funds in the Lipper-Mid Cap Growth category. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 300% of the dollar-weighted median market capitalization of the middle 1000 securities of the S&P SuperComposite 1500 Index. Mid-Cap Growth funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P MidCap 400 Index. (7) The fund has also included the Russell 1000 Growth Index which the fund believes more closely reflects the performance of the types of securities in which the fund invests. In addition, the Lipper Large-Cap Growth Funds Index (which may or may not include the fund) is included for comparison to a peer group. (8) The Russell 1000 Growth Index measures the performance of those securities in the Russell 1000 Index with a higher than average growth forecast. The Russell 1000 Index measures the performance of the 1,000 largest companies domiciled in the United States. (9) The Lipper Large-Cap Growth Funds Index is an equally weighted representation of the 30 largest funds in the Lipper Large-Cap Growth category. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than 300% of the dollar-weighted median market capitalization of the middle 1000 securities of the S&P SuperComposite 1500 Index. Large-Cap Growth funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P 500 Index. (10) The fund has also included the Russell 1000 Index which the fund believes more closely reflects the performance of the types of securities in which the fund invests. In addition, the Lipper Large-Cap Core Funds Index (which may or may not included the fund) is included for comparison to a peer group. (11) The Russell 1000 Index measures the performance of the 1,000 largest companies domiciled in the United States. 10 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- PERFORMANCE INFORMATION (CONTINUED) - -------------------------------------------------------------------------------- (12) The Lipper Large-Cap Core Funds Index is an equally weighted representation of the 30 largest funds in the Lipper Large-Cap Core category. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Large-Cap Core funds have more latitude in the companies in which they invest. These funds typically have an average price-to-earnings ration, price-to-book ratio, and three year sales-per-share growth value, compared to the S&P 500 Index. (13) The fund has also included the Russell 1000(R) Growth Index which the fund believes more closely reflects the performance of the types of securities in which the fund invests. In addition, the Lipper Multi-Cap Growth Funds Index (which may or may not included the fund) is included for comparison to a peer group. (14) The Lipper Multi-Cap Growth Funds Index is an equally weighted representation of the 30 largest funds in the Lipper Multi-Cap Growth category. These funds, by portfolio practice, invest in a variety of market capitalization ranges without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time. Multi-Cap funds typically have between 25% and 75% of their assets invested in companies with market capitalizations (on a three-year weighted basis) above 300% of the dollar-weighted median market capitalization of the middle 1000 securities of the S&P SuperComposite 1500 Index. Multi-Cap Growth funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P 500 Index. (15) The returns shown for the one-year period are the historical performance of the fund's Institutional Class shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Institutional Class shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Institutional Class shares) at net asset value, which restated performance will reflect the Rule 12b-1 fees applicable to Class A shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Institutional Class shares is October 25, 2005. (16) The returns shown for the one-year period are the historical performance of the fund's Institutional Class shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Institutional Class shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Institutional Class shares) at net asset value, which restated performance will reflect the Rule 12b-1 fees applicable to Class A shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Institutional Class shares is April 30, 2004. (17) The fund has also included the Russell 1000 Value Index, which the fund believes more closely reflects the performance of the types of securities in which the fund invest. In addition, the Lipper Large-Cap Value Funds Index (which may or may not include the fund) is included for comparison to a peer group. (18) The Russell 1000 Value Index measures the performance of those Russell 1000 Index companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000 Index measures the performance of the 1,000 largest companies domiciled in the United States. (19) The Lipper Large-Cap Value Funds Index is an equally weighted representation of the 30 largest funds in the Lipper Large-Cap Value category. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than 300% of the dollar-weighted median market capitalization of the middle 1000 securities of the S&P SuperComposite 1500 Index. Large-Cap Value funds typically have a below-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P 500 Index. (20) The average annual total return given is since the month-end closest to the inception date of the class with the longest performance history. 11 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- FEE TABLE AND EXPENSE EXAMPLE - -------------------------------------------------------------------------------- FEE TABLE This table describes the fees and expenses that you may pay if you buy and hold Institutional Class shares of the funds.
SHAREHOLDER FEES - ---------------------------------------------------------------------------------------------- (fees paid directly from your CAPITAL DIVERSIFIED LARGE CAP LARGE CAP investment) DEVELOPMENT CHARTER CONSTELLATION DIVIDEND BASIC VALUE GROWTH - ---------------------------------------------------------------------------------------------- Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) None None None None None None Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) None None None None None None - ----------------------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(1) - ---------------------------------------------------------------------------------------------- (expenses that are deducted from fund CAPITAL DIVERSIFIED LARGE CAP LARGE CAP assets) DEVELOPMENT CHARTER CONSTELLATION DIVIDEND BASIC VALUE GROWTH - ---------------------------------------------------------------------------------------------- Management Fees(2) 0.66% 0.63% 0.63% 0.53% 0.60% 0.66% Distribution and/or Service (12b-1) Fees None None None None None None Other Expenses(3) 0.11 0.17 0.15 0.07 0.13 0.10 Acquired Fund Fees and Expenses(3) -- 0.02 -- -- -- -- Total Annual Fund Operating Expenses 0.77 0.82 0.78 0.60 0.73 0.76 Fee Waivers(2,4) -- 0.01 0.03 -- -- 0.02 Net Annual Fund Operating Expenses 0.77 0.81 0.75 0.60 0.73 0.74 - ----------------------------------------------------------------------------------------------
(1) There is no guarantee that actual expenses will be the same as those shown in the table. (2) Through December 31, 2012, the advisor has contractually agreed to waive a portion of its advisory fees to the extent necessary so that the advisory fees payable by Charter, Constellation and Large Cap Growth do not exceed a specified maximum annual advisory fee rate, wherein the fee rate includes breakpoints and is based upon net asset levels. The fund's maximum annual advisory fee rate for Charter ranges from 0.75% (for average net assets up to $150 million) to 0.52% (for average net assets over $10 billion) and for Constellation and Large Cap Growth, the advisory fee rate ranges from 0.695% (for average net assets up to $250 million) to 0.52% (for average net assets over $10 billion). (3) Includes acquired fund fees and expenses, which are less than 0.01% for Capital Development and Diversified Dividend. Acquired fund fees and expenses for Charter are reflected in the table above. Acquired fund fees and expenses are not fees or expenses incurred by the fund directly, but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. As a result, the Net Annual Fund Operating Expenses listed above, for Diversified Dividend, may exceed the expense limit numbers reflected below in footnote 4. The impact of the acquired fund fees are expenses included in the total returns of the fund. (4) The fund's advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) for Diversified Dividend, Large Cap Basic Value and Large Cap Growth to 1.15%, 0.97% and 1.07% of average daily net assets, respectively. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Net Annual Fund Operating Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expenses on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and (vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the expense offset arrangements from which the fund may benefit are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. In addition, the Fund will also benefit from a one time credit to be used to offset future custodian expenses. Those credits are used to pay certain expenses incurred by the fund. These expense limitation agreements are in effect through at least June 30, 2007. If a financial institution is managing your account, you may also be charged a transaction or other fee by such financial institution. 12 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- EXPENSE EXAMPLE This example is intended to help you compare the costs of investing in the funds with the cost of investing in other mutual funds. The example assumes that you invest: (i) invest $10,000 in the fund for the time periods indicated; (ii) redeem all of your shares at the end of the periods indicated; (iii) earn a 5% return on your investment before operating expenses each year; and (iv) incur the same amount in operating expenses each year (after taking into account the effect of any contractual fee waivers and/or expense reimbursements). To the extent fees are waived and/or expenses reimbursed voluntarily your expenses will be lowered. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:
1 YEAR 3 YEARS 5 YEARS 10 YEARS - --------------------------------------------------------------------------------------------------------------------------------- Capital Development $79 $246 $428 $ 954 Charter 83 259 450 1,007 Constellation 77 240 417 947 Diversified Dividend 61 192 335 750 Large Cap Basic Value 75 233 406 906 Large Cap Growth 76 237 411 929 - ---------------------------------------------------------------------------------------------------------------------------------
HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION - -------------------------------------------------------------------------------- The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of each fund's expenses, including investment advisory fees and other fund costs, on each fund's returns over a 10-year period. The example reflects the following: - You invest $10,000 in a fund and hold it for the entire 10 year period; - Your investment has a 5% return before expenses each year; - Charter's, Constellation's, Diversified Dividend's, Large Cap Basic Value's and Large Cap Growth's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed. There is no assurance that the annual expense ratio will be the expense ratio for each fund's Institutional Class for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.
CAPITAL DEVELOPMENT YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------ Annual Expense Ratio* 0.77% 0.77% 0.77% 0.77% 0.77% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 4.23% 8.64% 13.23% 18.02% 23.02% End of Year Balance $10,423.00 $10,863.89 $11,323.44 $11,802.42 $12,301.66 Estimated Annual Expenses $ 78.63 $ 81.95 $ 85.42 $ 89.03 $ 92.80 - ------------------------------------------------------------------------------------------ CAPITAL DEVELOPMENT YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 Annual Expense Ratio* 0.77% 0.77% 0.77% 0.77% 0.77% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 28.22% 33.64% 39.30% 45.19% 51.33% End of Year Balance $12,822.02 $13,364.39 $13,929.70 $14,518.93 $15,133.08 Estimated Annual Expenses $ 96.73 $ 100.82 $ 105.08 $ 109.53 $ 114.16 - ------------------------------------------------------------------------------------------
CHARTER YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------ Annual Expense Ratio* 0.81% 0.81% 0.81% 0.81% 0.81% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 4.19% 8.56% 13.10% 17.84% 22.78% End of Year Balance $10,419.00 $10,855.56 $11,310.40 $11,784.31 $12,278.07 Estimated Annual Expenses $ 82.70 $ 86.16 $ 89.77 $ 93.53 $ 97.45 - ------------------------------------------------------------------------------------------ CHARTER YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ------------------------------------------------------------------------------------------ Annual Expense Ratio* 0.81% 0.82% 0.82% 0.82% 0.82% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 27.93% 33.27% 38.84% 44.65% 50.69% End of Year Balance $12,792.52 $13,327.25 $13,884.33 $14,464.70 $15,069.32 Estimated Annual Expenses $ 101.54 $ 107.09 $ 111.57 $ 116.23 $ 121.09 - ------------------------------------------------------------------------------------------
CONSTELLATION YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------ Annual Expense Ratio* 0.75% 0.75% 0.75% 0.75% 0.75% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 4.25% 8.68% 13.30% 18.11% 23.13% End of Year Balance $10,425.00 $10,868.06 $11,329.96 $11,811.48 $12,313.47 Estimated Annual Expenses $ 76.59 $ 79.85 $ 83.24 $ 86.78 $ 90.47 - ------------------------------------------------------------------------------------------ CONSTELLATION YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ------------------------------------------------------------------------------------------ Annual Expense Ratio* 0.75% 0.78% 0.78% 0.78% 0.78% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 28.37% 33.79% 39.43% 45.31% 51.45% End of Year Balance $12,836.79 $13,378.50 $13,943.07 $14,531.47 $15,144.70 Estimated Annual Expenses $ 94.31 $ 102.24 $ 106.55 $ 111.05 $ 115.74 - ------------------------------------------------------------------------------------------
(1) Your actual expenses may be higher or lower than those shown. 13 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH -----------------------------------------------------------------
DIVERSIFIED DIVIDEND YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------ Annual Expense Ratio* 0.60% 0.60% 0.60% 0.60% 0.60% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 4.40% 8.99% 13.79% 18.80% 24.02% End of Year Balance $10,440.00 $10,899.36 $11,378.93 $11,879.60 $12,402.31 Estimated Annual Expenses $ 61.32 $ 64.02 $ 66.83 $ 69.78 $ 72.85 - ------------------------------------------------------------------------------------------ DIVERSIFIED DIVIDEND YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ------------------------------------------------------------------------------------------ Annual Expense Ratio* 0.60% 0.60% 0.60% 0.60% 0.60% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 29.48% 35.18% 41.13% 47.33% 53.82% End of Year Balance $12,948.01 $13,517.72 $14,112.50 $14,733.45 $15,381.72 Estimated Annual Expenses $ 76.05 $ 79.40 $ 82.89 $ 86.54 $ 90.35 - ------------------------------------------------------------------------------------------
LARGE CAP BASIC VALUE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ------------------------------------------------------------------------------------------ Annual Expense Ratio* 0.73% 0.73% 0.73% 0.73% 0.73% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 4.27% 8.72% 13.36% 18.21% 23.25% End of Year Balance $10,427.00 $10,872.23 $11,336.48 $11,820.54 $12,325.28 Estimated Annual Expenses $ 74.56 $ 77.74 $ 81.06 $ 84.52 $ 88.13 - ------------------------------------------------------------------------------------------ LARGE CAP BASIC VALUE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ------------------------------------------------------------------------------------------ Annual Expense Ratio* 0.73% 0.73% 0.73% 0.73% 0.73% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 28.52% 34.00% 39.73% 45.69% 51.91% End of Year Balance $12,851.57 $13,400.33 $13,972.53 $14,569.15 $15,191.26 Estimated Annual Expenses $ 91.90 $ 95.82 $ 99.91 $ 104.18 $ 108.63 - ------------------------------------------------------------------------------------------
LARGE CAP GROWTH YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 - ---------------------------------------------------------------------------------------------- Annual Expense Ratio* 0.74% 0.74% 0.74% 0.74% 0.74% Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63% Cumulative Return After Expenses 4.26% 8.70% 13.33% 18.16% 23.19% End of Year Balance $10,426.00 $10,870.15 $11,333.22 $11,816.01 $12,319.37 Estimated Annual Expenses $ 75.58 $ 78.80 $ 82.15 $ 85.65 $ 89.30 - ---------------------------------------------------------------------------------------------- LARGE CAP GROWTH YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 - ---------------------------------------------------------------------------------------------- Annual Expense Ratio* 0.74% 0.76% 0.76% 0.76% 0.76% Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89% Cumulative Return After Expenses 28.44% 33.89% 39.56% 45.48% 51.65% End of Year Balance $12,844.18 $13,388.77 $13,956.46 $14,548.21 $15,165.05 Estimated Annual Expenses $ 93.11 $ 99.69 $ 103.91 $ 108.32 $ 112.91 - ----------------------------------------------------------------------------------------------
* Your actual expenses may be higher or lower than those shown. DISCLOSURE OF PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- Each fund's portfolio holdings are disclosed on a regular basis in its semi-annual and annual reports to shareholders, and on Form N-Q, which is filed with the Securities and Exchange Commission (SEC) within 60 days the fund's first and third fiscal quarter-ends. In addition, portfolio holdings information for each fund is available at http://www.aiminvestments.com. To reach this information, access the fund's overview page on the website. Links to the following fund information are located in the upper right side of this website page:
- --------------------------------------------------------------------------------------------------------------------------------- APPROXIMATE DATE OF INFORMATION REMAINS INFORMATION WEBSITE POSTING POSTED ON WEBSITE - --------------------------------------------------------------------------------------------------------------------------------- Top ten holdings as of month-end 15 days after month-end Until posting of the following month's top ten holdings - --------------------------------------------------------------------------------------------------------------------------------- Complete portfolio holdings as of 30 days after calendar quarter-end For one year calendar quarter-end - ---------------------------------------------------------------------------------------------------------------------------------
A description of the funds' policies and procedures with respect to the disclosure of such funds' portfolio holdings is available in the funds' Statement of Additional Information, which is available at http://www.aiminvestments.com. FUND MANAGEMENT - -------------------------------------------------------------------------------- THE ADVISOR A I M Advisors, Inc. (the advisor or AIM) serves as each fund's investment advisor and is responsible for its day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises all aspects of the funds' operations and provides investment advisory services to the funds, including obtaining and evaluating economic, statistical and financial information to formulate and implement investment programs for the funds. The advisor has acted as an investment advisor since its organization in 1976. Today, the advisor, together with its subsidiaries, advises or manages over 200 investment portfolios, including the funds, encompassing a broad range of investment objectives. On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlements. These two fair funds may increase as a result of contributions from third parties who reach final settlements 14 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC. Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM funds, IFG, AIM, ADI and/or related entities and individuals in the future. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the fund's Statement of Additional Information. As a result of the matters discussed above, investors in the AIM funds might react by redeeming their investments. This might require the funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the funds. ADVISOR COMPENSATION During the fiscal year ended October 31, 2006, the advisor received compensation, after fee waivers, if applicable, from Capital Development, Charter, Constellation, Diversified Dividend, Large Cap Basic Value and Large Cap Growth at the following rates:
ANNUAL RATE (AS A PERCENTAGE OF AVERAGE DAILY FUND NET ASSETS) ---- ---------------- Capital Development 0.66% Charter 0.62% Constellation 0.60% Diversified Dividend 0.49% Large Cap Basic Value 0.54% Large Cap Growth 0.56%
A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the funds is available in the funds' annual report to shareholders for the twelve-month period ended October 31, 2006. PORTFOLIO MANAGER(S) The following individuals are jointly and primarily responsible for the day-to-day management of each fund's portfolio: CAPITAL DEVELOPMENT - - Paul J. Rasplicka, (lead manager), Senior Portfolio Manager, who has been responsible for the fund since 1998 and has been associated with the advisor and/or its affiliates since 1994. He is assisted by the advisor's Mid Cap Growth/GARP (growth at a reasonable price) Team. Effective May 1, 2007, Paul J. Rasplicka will become the lead manager, and the following portfolio managers will be added to the day-to-day management of the fund: - - Karl F. Farmer, Portfolio Manager, who has been responsible for the fund since 2007 and has been associated with the advisor and/or its affiliates since 1998. - - Warren Tennant, Portfolio Manager, who has been responsible for the fund since 2007 and has been associated with the advisor and/or its affiliates since 2000. They will be assisted by the advisor's Mid Cap Growth/GARP (growth at a reasonable price) Team, which is comprised of portfolio managers and research analysts. CHARTER - - Ronald S. Sloan, Senior Portfolio Manager, who has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 1998. He is assisted by the advisor's Mid/Large Cap Core Team. Effective May 1, 2007, Ronald S. Sloan will become the lead manager, and the following portfolio managers will be added to the day-to-day management of the fund: - - Tyler Dann II, Portfolio Manager, who has been responsible for the fund since 2007 and has been associated with the advisor and/or its affiliates since 2004. From 1998 to 2004, Mr. Dann was a principal and senior research analyst at Banc of America Securities LLC. - - Brian Nelson, Portfolio Manager, who has been responsible for the fund since 2007 and has been associated with the advisor and/or its affiliates since 2004. From 2000 to 2004, Mr. Nelson was a senior telecommunications analyst for RCM Global Investors. They will be assisted by the advisor's Mid/Large Cap Core Team. CONSTELLATION - - Lanny H. Sachnowitz (lead manager), Senior Portfolio Manager, who has been responsible for the fund since 2005 and has been associated with the advisor and/or its affiliates since 1987. - - Kirk L. Anderson, Portfolio Manager, who has been responsible for the fund since 2005 and has been associated with the advisor and/or its affiliates since 1994. 15 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- - - James G. Birdsall, Portfolio Manager, who has been responsible for the fund since 2005 and has been associated with the advisor since 1995. - - Robert J. Lloyd, Portfolio Manager, who has been responsible for the fund since 2003 and has been associated with the advisor and/or its affiliates since 2000. They are assisted by the advisor's Large/Multi-Cap Growth Team. DIVERSIFIED DIVIDEND - - Meggan M. Walsh, Senior Portfolio Manager, who has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 1991. She is assisted by the advisor's Diversified Dividend Team. LARGE CAP BASIC VALUE - - Bret W. Stanley (lead manager), Senior Portfolio Manager, who has been responsible for the fund since 1999 and has been associated with the advisor and/or its affiliates since 1998. - - R. Canon Coleman II, Portfolio Manager, who has been responsible for the fund since 2003 and has been associated with the advisor and/or its affiliates since 1999. - - Matthew W. Seinsheimer, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 1998. - - Michael J. Simon, Senior Portfolio Manager, who has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 2001. They are assisted by the advisor's Basic Value Team. LARGE CAP GROWTH - - Geoffrey V. Keeling, Senior Portfolio Manager, who has been responsible for the fund since 1999 and has been associated with the advisor and/or its affiliates since 1995. - - Robert L. Shoss, Senior Portfolio Manager, who has been responsible for the fund since 1999 and has been associated with the advisor and/or its affiliates since 1995. They are assisted by the advisor's Large/Multi-Cap Growth Team. ALL FUNDS A lead manager generally has final authority over all aspects of the fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings. The degree to which a lead manager may perform these functions, and the nature of these functions, may change from time to time. The teams that assist the portfolio managers are comprised of portfolio managers and research analysts. Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the team may change from time to time. More information on the team, including biographies of members of the team, may be found on the advisor's website (http://www.aiminvestments.com). The website is not part of this prospectus. The funds' Statement of Additional Information provides additional information about the portfolio managers' investments in the funds, a description of their compensation structure, and information regarding other accounts they manage. OTHER INFORMATION - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS Each of the funds, except Diversified Dividend, expects that distributions, if any, will consist primarily of capital gains. Diversified Dividend expects that distributions, if any, will consist of both capital gains and ordinary income. DIVIDENDS The funds generally declare and pay dividends, if any, annually. CAPITAL GAINS DISTRIBUTIONS The funds generally distribute long-term and short-term capital gains, if any, annually. SUITABILITY FOR INVESTORS The Institutional Classes of the funds are intended for use by institutional investors. Shares of the Institutional Classes of the funds are available for banks and trust companies acting in a fiduciary or similar capacity, bank and trust company common and collective trust funds, banks and trust companies investing for their own account, entities acting for the account of a public entity (e.g. Taft-Hartley funds, states, cities or government agencies), defined benefit plans, endowments, foundations and defined contribution plans offered pursuant to Sections 401, 457, 403(a), or 403(b) or (c) (defined contribution plans offered pursuant to Section 403(b) must be sponsored by a Section 501(c)(3) organization). For defined 16 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- contribution plans for which the sponsor has combined defined contribution and defined benefit assets of at least $100 million there is no minimum initial investment requirement, otherwise the minimum initial investment requirement for defined contribution plans is $10 million. There is no minimum initial investment requirement for defined benefit plans; and the minimum initial investment requirement for all other investors for which the Institutional Classes of funds are available is $1 million. The Institutional Classes of funds are designed to be convenient and economical vehicles in which institutions can invest in a portfolio of equity securities. An investment in the funds may relieve the institution of many of the investment and administrative burdens encountered when investing in equity securities directly. These include: selection and diversification of portfolio investments; surveying the market for the best price at which to buy and sell; valuation of portfolio securities; receipt, delivery and safekeeping of securities; and portfolio recordkeeping. FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- The financial highlights tables are intended to help you understand each fund's financial performance. Certain information reflects financial results for a single fund share. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in each fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended 2006 and 2005 has been audited by PricewaterhouseCoopers LLP, whose report, along with each fund's financial statements, is included in each fund's annual report, which is available upon request. Information prior to fiscal year 2005 was audited by other public accountants. For a discussion of how investments in IPOs affected the Large Cap Basic Value's and Large Cap Growth's performance, see the "Performance Information" section of this prospectus.
CAPITAL DEVELOPMENT INSTITUTIONAL CLASS ----------------------------------------------------------- MARCH 15, 2002 (DATE SALES YEAR ENDED OCTOBER 31, COMMENCED) TO ----------------------------------------- OCTOBER 31, 2006 2005 2004 2003 2002 ------- ------- ------ ------ -------------- Net asset value, beginning of period $ 19.27 $ 18.13 $16.83 $12.84 $ 17.25 - ------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss)(a) (0.00) (0.01) 0.01 0.01 0.02 - ------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 3.61 2.57 1.71 3.98 (4.43) ========================================================================================================================= Total from investment operations 3.61 2.56 1.72 3.99 (4.41) ========================================================================================================================= Less distributions from net realized gains (2.55) (1.42) (0.42) -- -- ========================================================================================================================= Net asset value, end of period $ 20.33 $ 19.27 $18.13 $16.83 $ 12.84 _________________________________________________________________________________________________________________________ ========================================================================================================================= Total return(b) 20.43% 14.52% 10.38% 31.08% (25.57)% _________________________________________________________________________________________________________________________ ========================================================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $45,017 $24,964 $ 67 $ 10 $ 7 _________________________________________________________________________________________________________________________ ========================================================================================================================= Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 0.76%(c) 0.81% 0.86% 0.87% 0.84%(d) - ------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 0.76%(c) 0.81% 1.15% 1.25% 0.99%(d) ========================================================================================================================= Ratio of net investment income (loss) to average net assets (0.02)%(c) (0.03)% 0.08% 0.10% 0.25%(d) _________________________________________________________________________________________________________________________ ========================================================================================================================= Portfolio turnover rate(e) 126% 120% 74% 101% 120% _________________________________________________________________________________________________________________________ =========================================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (c) Ratios are based on average daily net assets of $37,639,083. (d) Annualized. (e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. 17 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
CHARTER INSTITUTIONAL CLASS ------------------------------------------------------------------------ YEAR ENDED OCTOBER 31, ------------------------------------------------------------------------ 2006 2005 2004 2003 2002 -------- ------- ------ ------ ------ Net asset value, beginning of period $ 13.22 $ 12.53 $11.45 $9.80 $10.67 - --------------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income 0.20(a) 0.22(a)(b) 0.13(a) 0.09(a) 0.06(c) - --------------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 2.16 0.65 1.03 1.56 (0.93) ================================================================================================================================= Total from investment operations 2.36 0.87 1.16 1.65 (0.87) ================================================================================================================================= Less dividends from net investment income (0.20) (0.18) (0.08) -- -- ================================================================================================================================= Net asset value, end of period $ 15.38 $ 13.22 $12.53 $11.45 $ 9.80 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Total return(d) 18.03% 6.98% 10.21% 16.84% (8.15)% _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $123,476 $54,728 $3,285 $2,061 $1,457 _________________________________________________________________________________________________________________________________ ================================================================================================================================= Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 0.79%(e) 0.71% 0.74% 0.79% 0.79% - --------------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 0.80%(e) 0.73% 0.75% 0.79% 0.83% ================================================================================================================================= Ratio of net investment income to average net assets 1.40%(e) 1.68% 1.06% 0.90% 0.52%(c) _________________________________________________________________________________________________________________________________ ================================================================================================================================= Portfolio turnover rate 51% 54% 36% 28% 103% _________________________________________________________________________________________________________________________________ =================================================================================================================================
(a) Calculated using average shares outstanding. (b) Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income per share and the ratio of net investment income to average net assets excluding the special dividend are $0.17 and 1.32%, respectively. (c) As required, effective November 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investments Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share and the ratio of net investment income to average net assets would have remained the same. (d) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. (e) Ratios are based on average daily net assets of $94,498,037.
CONSTELLATION INSTITUTIONAL CLASS -------------------------------------------------------------------- YEAR ENDED OCTOBER 31, -------------------------------------------------------------------- 2006 2005 2004 2003 2002 -------- -------- -------- -------- -------- Net asset value, beginning of period $ 25.69 $ 23.01 $ 22.17 $ 18.40 $ 21.00 - -------------------------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) 0.06(a) 0.10(b) (0.01)(a) (0.03)(a) (0.06)(a) - -------------------------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 2.17 2.58 0.85 3.80 (2.54) ================================================================================================================================ Total from investment operations 2.23 2.68 0.84 3.77 (2.60) ================================================================================================================================ Net asset value, end of period $ 27.92 $ 25.69 $ 23.01 $ 22.17 $ 18.40 ________________________________________________________________________________________________________________________________ ================================================================================================================================ Total return(c) 8.68% 11.65% 3.79% 20.49% (12.38)% ________________________________________________________________________________________________________________________________ ================================================================================================================================ Ratios/supplemental data: Net assets, end of period (000s omitted) $104,416 $192,498 $164,664 $154,150 $122,746 ________________________________________________________________________________________________________________________________ ================================================================================================================================ Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 0.75%(d) 0.76% 0.72% 0.75% 0.80% - -------------------------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 0.78%(d) 0.78% 0.74% 0.76% 0.81% ================================================================================================================================ Ratio of net investment income (loss) to average net assets 0.22%(d) 0.47%(b) (0.04)% (0.13)% (0.28)% ________________________________________________________________________________________________________________________________ ================================================================================================================================ Portfolio turnover rate 123% 59% 50% 47% 57% ________________________________________________________________________________________________________________________________ ================================================================================================================================
(a) Calculated using average shares outstanding. (b) Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income (loss) per share and the ratio of net investment income (loss) to average net assets excluding the special dividend were $0.03 and 0.17%, respectively for the year ended October 31, 2005. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. (d) Ratios are based on average daily net assets of $205,341,151. 18 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
DIVERSIFIED DIVIDEND INSTITUTIONAL CLASS ---------------------------------------- YEAR ENDED OCTOBER 25, 2005 OCTOBER 31, (DATE SALES COMMENCED) 2006 TO OCTOBER 31, 2005 ----------- ---------------------- Net asset value, beginning of period $ 12.12 $11.99 - ------------------------------------------------------------------------------------------------------ Income from investment operations: Net investment income 0.02(a) 0.00 - ------------------------------------------------------------------------------------------------------ Net gains on securities (both realized and unrealized) 2.12 0.13 ====================================================================================================== Total from investment operations 2.14 0.13 ====================================================================================================== Less distributions: Dividends from net investment income (0.22) -- - ------------------------------------------------------------------------------------------------------ Distributions from net realized gains (0.16) -- ====================================================================================================== Total distributions (0.38) -- ====================================================================================================== Net asset value, end of period $ 13.88 $12.12 ______________________________________________________________________________________________________ ====================================================================================================== Total return(b) 17.96% 1.08% ______________________________________________________________________________________________________ ====================================================================================================== Ratios/supplemental data: Net assets, end of period (000s omitted) $29,606 $ 48 ______________________________________________________________________________________________________ ====================================================================================================== Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 0.59%(c) 0.68%(d) - ------------------------------------------------------------------------------------------------------ Without fee waivers and/or expense reimbursements 0.59%(c) 0.80%(d) ====================================================================================================== Ratio of net investment income to average net assets 1.84%(c) 1.59%(d) ______________________________________________________________________________________________________ ====================================================================================================== Portfolio turnover rate(e) 9% 22% ______________________________________________________________________________________________________ ======================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (c) Ratios are based on average daily net assets of $14,180,631. (d) Annualized. (e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.
LARGE CAP BASIC VALUE INSTITUTIONAL CLASS ----------------------------------------------- YEAR ENDED OCTOBER 31, APRIL 30, 2004 --------------------- (DATE SALES COMMENCED) 2006 2005 TO OCTOBER 31, 2004 ------- ------- ---------------------- Net asset value, beginning of period $ 13.63 $ 12.38 $ 12.62 - ------------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income(a) 0.13 0.10 0.04 - ------------------------------------------------------------------------------------------------------------- Net gains (losses) on securities (both realized and unrealized) 2.09 1.15 (0.28) ============================================================================================================= Total from investment operations 2.22 1.25 $ (0.24) ============================================================================================================= Less dividends from net investment income (0.03) -- -- ============================================================================================================= Net asset value, end of period $ 15.82 $ 13.63 $ 12.38 _____________________________________________________________________________________________________________ ============================================================================================================= Total return(b) 16.28% 10.10% (1.90)% _____________________________________________________________________________________________________________ ============================================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $84,679 $92,214 $18,745 _____________________________________________________________________________________________________________ ============================================================================================================= Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 0.73%(c) 0.76% 0.80%(d) - ------------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 0.73%(c) 0.77% 0.81%(d) ============================================================================================================= Ratio of net investment income to average net assets 0.89%(c) 0.74% 0.64%(d) _____________________________________________________________________________________________________________ ============================================================================================================= Portfolio turnover rate(e) 26% 9% 32% _____________________________________________________________________________________________________________ =============================================================================================================
(a) Calculated using average shares outstanding. (b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (c) Ratios are based on average daily net assets of $113,488,701. (d) Annualized. (e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. 19 ----------------------------------------------------------------- CAPITAL DEVELOPMENT - CHARTER - CONSTELLATION - DIVERSIFIED DIVIDEND - LARGE CAP BASIC VALUE - LARGE CAP GROWTH ----------------------------------------------------------------- FINANCIAL HIGHLIGHTS (CONTINUED) - --------------------------------------------------------------------------------
LARGE CAP GROWTH INSTITUTIONAL CLASS ----------------------------------------- APRIL 30, 2004 YEAR ENDED (DATE SALES OCTOBER 31, COMMENCED) TO ----------------------- OCTOBER 31, 2006 2005 2004 -------- -------- -------------- Net asset value, beginning of period $ 10.21 $ 9.18 $ 9.13 - ------------------------------------------------------------------------------------------------------- Income from investment operations: Net investment income (loss) 0.05 0.03(a) (0.01)(b) - ------------------------------------------------------------------------------------------------------- Net gains on securities (both realized and unrealized) 1.09 1.00 0.06 ======================================================================================================= Total from investment operations 1.14 1.03 0.05 ======================================================================================================= Net asset value, end of period $ 11.35 $ 10.21 $ 9.18 _______________________________________________________________________________________________________ ======================================================================================================= Total return(c) 11.17% 11.22% 0.55% _______________________________________________________________________________________________________ ======================================================================================================= Ratios/supplemental data: Net assets, end of period (000s omitted) $135,466 $123,368 $22,190 _______________________________________________________________________________________________________ ======================================================================================================= Ratio of expenses to average net assets: With fee waivers and/or expense reimbursements 0.74%(d) 0.81% 0.92%(e) - ------------------------------------------------------------------------------------------------------- Without fee waivers and/or expense reimbursements 0.76%(d) 0.88% 0.93%(e) ======================================================================================================= Ratio of net investment income (loss) to average net assets 0.41%(d) 0.46%(a) (0.30)%(e) _______________________________________________________________________________________________________ ======================================================================================================= Portfolio turnover rate(f) 70% 103% 111% _______________________________________________________________________________________________________ =======================================================================================================
(a) Net investment income per share and the ratio of net investment income to average net assets include a special cash dividend received of $3.00 per share owned of Microsoft Corp. on December 2, 2004. Net investment income per share and the ratio of net investment income to average net assets excluding the special dividend are $0.01 and 0.30%, respectively. (b) Calculated using average shares outstanding. (c) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year. (d) Ratios are based on average daily net assets of $163,263,707. (e) Annualized. (f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. 20 ----------------------------------- THE AIM FUNDS - INSTITUTIONAL CLASS ----------------------------------- SHAREHOLDER INFORMATION - -------------------------------------------------------------------------------- In addition to the fund, AIM serves as investment advisor to many other retail mutual funds (the funds). The following information is about the Institutional Classes of these retail funds, which are offered to certain eligible institutional investors. Consult the fund's Statement of Additional Information for the Institutional Class for details. SHARES SOLD WITHOUT SALES CHARGES You will not pay an initial or contingent deferred sales charge on purchases of any Institutional Class shares. PURCHASING SHARES MINIMUM INVESTMENTS PER ACCOUNT The minimum investments for Institutional Class accounts are as follows:
INITIAL ADDITIONAL TYPE OF ACCOUNT INVESTMENTS INVESTMENTS - ---------------------------------------------------------------------------------------- Defined Benefit Plans or Platform Sponsors for Defined Contribution Plans $ 0 no minimum Banks acting in a fiduciary or similar capacity, Collective and Common Trust Funds, Banks and Broker-Dealers acting for their own account or Foundations and Endowments 1 million no minimum Defined Contribution Plans (Corporate, Non-profit or Governmental) 10 million no minimum - ----------------------------------------------------------------------------------------
HOW TO PURCHASE SHARES You may purchase shares using one of the options below. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the fund verify and record your identifying information. PURCHASE OPTIONS - --------------------------------------------------------------------------------
OPENING AN ACCOUNT ADDING TO AN ACCOUNT - ---------------------------------------------------------------------------------------------------------------------------- Through a Financial Advisor Contact your financial advisor. Same The financial advisor should mail your completed account application to the transfer agent, AIM Investment Services, Inc., P.O. Box 0843, Houston, TX 77210-0843. The financial advisor should call the transfer agent at (800) 659-1005 to receive a reference number. Then, use the following wire instructions: Beneficiary Bank ABA/Routing #: 021000021 Beneficiary Account Number: 00100366732 Beneficiary Account Name: AIM Investment Services, Inc. RFB: Fund Name, Reference # OBI: Your Name, Account # By Telephone Open your account as described above. Call the transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above. - ----------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- EACH FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO: - REJECT OR CANCEL ALL OR ANY PART OF ANY PURCHASE OR EXCHANGE ORDER; - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY FUND; OR - SUSPEND, CHANGE OR WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS. - -------------------------------------------------------------------------------- SPECIAL PLANS AUTOMATIC DIVIDEND INVESTMENT All of your dividends and distributions may be paid in cash or reinvested in the same fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. INSTCL--02/07 A-1 ----------------------------------- THE AIM FUNDS - INSTITUTIONAL CLASS ----------------------------------- ADDITIONAL PAYMENTS TO FINANCIAL ADVISORS A I M Distributors, Inc. (ADI) or one or more of its corporate affiliates (collectively, ADI Affiliates) may make additional cash payments to financial advisors in connection with the promotion and sale of shares of the funds. These additional cash payments may include cash revenue sharing payments and other payments for certain administrative services, transaction processing services and certain other marketing support services. ADI Affiliates make these payments from their own resources and from ADI's retention of underwriting concessions. In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with ADI Affiliates. ADI Affiliates make revenue sharing payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits ADI Affiliates receive when it makes these payments include, among other things, placing the funds on the financial advisor's funds sales system, placing the funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including the funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The revenue sharing payments ADI Affiliates make may be calculated on sales of shares of the funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.10% of the public offering price of all shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM funds attributable to that particular financial advisor (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of the funds and Asset-Based Payments primarily create incentives to retain previously sold shares of the funds in investor accounts. ADI Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments. ADI Affiliates also may make other payments to certain financial advisors for processing certain transactions or account maintenance activities (such as processing purchases, redemptions or exchanges or producing customer account statements) or for providing certain other marketing support services (such as financial assistance for conferences, seminars or sales or training programs at which ADI Affiliates personnel may make presentations on the funds to the financial advisor's sales force). Financial advisors may earn profits on these payments for these services, since the amount of the payment may exceed the cost of providing the service. Certain of these payments are subject to limitations under applicable law. ADI Affiliates are motivated to make the payments described above since they promote the sale of fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of the funds or retain shares of the funds in their clients' accounts, ADI Affiliates benefit from the incremental management and other fees paid to ADI Affiliates by the funds with respect to those assets. You can find further details in the fund's Statement of Additional Information about these payments and the services provided by financial advisors. In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in this prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the funds, as well as about fees and/or commissions it charges. EXCESSIVE SHORT-TERM TRADING ACTIVITY DISCLOSURES While the funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the funds' shares (i.e., a purchase of fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of fund shares held by long-term investors may be diluted. The Boards of Trustees have adopted policies and procedures designed to discourage excessive or short-term trading of fund shares for all funds except money market funds. However, there is the risk that these funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These funds may alter their policies at any time without prior notice to shareholders if the advisor believes the change would be in the best interests of long-term shareholders. AIM and its affiliates (collectively, AIM Affiliates) currently use the following tools designed to discourage excessive short-term trading in the retail funds: (1) trade activity monitoring; (2) trading guidelines; (3) redemption fee on trades in certain funds; and (4) use of fair value pricing consistent with procedures approved by the Boards of Trustees of the funds. Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term INSTCL--02/07 A-2 ----------------------------------- THE AIM FUNDS - INSTITUTIONAL CLASS ----------------------------------- trading activity in the funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. The AIM Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests. Money Market Funds. The Boards of Trustees of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the money market funds) have not adopted any policies and procedures, such as limits on exchanges or redemption fees, that would limit frequent purchases and redemptions of such funds' shares. The Boards considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described below. Nonetheless, to the extent that the fund must maintain additional cash and/or securities with shorter-term durations than may otherwise be required, the fund's yield could be negatively impacted. The Boards do not believe that it is appropriate to adopt any such policies and procedures for the money market funds for the following reasons: - - The money market funds are offered to investors as cash management vehicles. Investors must perceive an investment in such funds as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently. - - One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such funds. - - The money market funds' portfolio securities are valued on the basis of amortized cost, and such funds seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities. - - Because the money market funds seek to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in such funds. Imposition of redemption fees would run contrary to investor expectations. TRADE ACTIVITY MONITORING The AIM Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the AIM Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder's accounts other than exchanges into a money market fund. AIM Affiliates will use reasonable efforts to apply the fund's policies uniformly given the practical limitations described above. The ability of the AIM Affiliates to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading. TRADING GUIDELINES If you exceed four exchanges out of a fund (other than AIM Money Market Fund, AIM Tax-Exempt Cash Fund, AIM Limited Maturity Treasury Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio) per calendar year, or a fund or an AIM Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each fund and the AIM Affiliates reserve the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if they believe that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. The movement out of one fund (redemption) and into one or more other funds (purchase) on the same day shall be counted as one exchange. Exchanges effected as part of programs that have been determined by an AIM Affiliate to be non-discretionary, such as dollar cost averaging, portfolio rebalancing, or other automatic non-discretionary programs that involve exchanges, generally will not be counted toward the trading guidelines limitation of four exchanges out of a fund per calendar year. The ability of the AIM Affiliates to monitor exchanges made by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to implement these trading guidelines and may be further limited by systems limitations applicable to those types of accounts. Some investments in the funds are made indirectly through vehicles such as qualified tuition plans, variable annuity and insurance contracts, and funds of funds which use the funds as underlying investments (each a conduit investment vehicle). If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to impose exchange limitations on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle. REDEMPTION FEE You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 30 days of INSTCL--02/07 A-3 ----------------------------------- THE AIM FUNDS - INSTITUTIONAL CLASS ----------------------------------- purchase. See "Redeeming Shares -- Redemption Fee" for more information. The ability of a fund to assess a redemption fee on the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to assess such fees and may be further limited by systems limitations applicable to these types of accounts. For additional discussion of the applicability of redemption fees on shares of the fund held through omnibus accounts, retirement plan accounts, approved fee-based program accounts and conduit investment vehicles, see "Redeeming Shares -- Redemption Fee". FAIR VALUE PRICING Securities owned by a fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board of Trustees of the fund. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. See "Pricing of Shares -- Determination of Net Asset Value" for more information. REDEEMING SHARES REDEMPTION FEE You may be charged a 2% redemption fee (on redemption proceeds) if you redeem, including redeeming by exchange, shares of the following funds within 30 days of their purchase: AIM Advantage Health Sciences Fund AIM Global Value Fund AIM Asia Pacific Growth Fund AIM Gold & Precious Metals Fund AIM China Fund AIM High Yield Fund AIM Developing Markets Fund AIM International Allocation Fund AIM European Growth Fund AIM International Core Equity Fund AIM European Small Company Fund AIM International Growth Fund AIM Floating Rate Fund AIM International Small Company Fund AIM Global Aggressive Growth Fund AIM International Total Return Fund AIM Global Equity Fund AIM Japan Fund AIM Global Growth Fund AIM S&P 500 Index Fund AIM Global Health Care Fund AIM Trimark Fund AIM Global Real Estate Fund
The redemption fee will be retained by the fund from which you are redeeming shares (including redemptions by exchange), and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the fund. The redemption fee is imposed to the extent that the number of fund shares you redeem exceeds the number of fund shares that you have held for more than 30 days. In determining whether the minimum 30 day holding period has been met, only the period during which you have held shares of the fund from which you are redeeming is counted. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last. The 2% redemption fee generally will not be charged on transactions involving the following: (1) total or partial redemptions of shares by omnibus accounts maintained by brokers that do not have the systematic capability to process the redemption fee; (2) total or partial redemptions of shares by approved fee-based programs that do not have the systematic capability to process the redemption fee; (3) total or partial redemptions of shares held through retirement plans maintained pursuant to Sections 401, 403, 408, 408A and 457 of the Internal Revenue Code (the "Code") where the systematic capability to process the redemption fee does not exist; (4) total or partial redemptions effectuated by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and insurance company separate accounts which use the funds as underlying investments; (5) total or partial redemptions effectuated pursuant to an automatic non-discretionary rebalancing program or a systematic withdrawal plan established with the funds or a financial intermediary; (6) total or partial redemptions requested within 30 days following the death or post-purchase disability of (i) any registered shareholder on an account or (ii) the settlor of a living trust which is the registered shareholder of an account, of shares held in the account at the time of death or initial determination of post-purchase disability; (7) total or partial redemption of shares acquired through investment of dividends and other distributions; or (8) redemptions initiated by a fund. The AIM Affiliates' goals are to apply the redemption fee on all classes of shares of the above funds regardless of the type of account in which such shares are held. This goal is not immediately achievable because of systems limitations and marketplace resistance. Brokers that maintain omnibus accounts, sponsors of fee-based program accounts and retirement plan administrators for accounts that are exempt from the redemption fee pursuant to (1) through (8) above may impose a redemption fee that has different characteristics, which may be more or less restrictive, than those set forth above. Some investments in the funds are made indirectly through conduit investment vehicles. If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the INSTCL--02/07 A-4 ----------------------------------- THE AIM FUNDS - INSTITUTIONAL CLASS ----------------------------------- funds, the funds are likely to be limited in their ability to assess redemption fees on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle. In these cases, the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the conduit investment vehicle in a fund. The funds have the discretion to waive the 2% redemption fee if a fund is in jeopardy of losing its registered investment company qualification for tax purposes. Your broker or financial advisor may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC) in addition to the redemption fee. HOW TO REDEEM SHARES - -------------------------------------------------------------------------------- Through a Financial Advisor Contact your financial advisor. Redemption proceeds will be sent in accordance with the wire instructions specified in the account application provided to the transfer agent. The transfer agent must receive your financial intermediary's call before the close of the customary trading session of the New York Stock Exchange (NYSE) on days the NYSE is open for business in order to effect the redemption at that day's closing price. By Telephone A person who has been authorized in the account application to effect transactions may make redemptions by telephone. You must call the transfer agent before the close of the customary trading session of the NYSE on days the NYSE is open for business in order to effect the redemption at that day's closing price.
- -------------------------------------------------------------------------------- TIMING AND METHOD OF PAYMENT We normally will send out redemption proceeds within one business day, and in any event no more than seven days, after we accept your request to redeem. REDEMPTION BY TELEPHONE If you redeem by telephone, we will transmit the amount of the redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine and are not liable for telephone instructions that are reasonably believed to be genuine. REDEMPTIONS IN KIND Although the funds generally intend to pay redemption proceeds solely in cash, the funds reserve the right determine in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). REDEMPTIONS BY THE AIM FUNDS If the fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or the fund is not able to verify your identity as required by law, the fund may, at its discretion, redeem the account and distribute the proceeds to you. EXCHANGING SHARES You may, under most circumstances, exchange Institutional Class shares in one fund for Institutional Class shares of another fund. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. Before requesting an exchange, review the prospectus of the fund you wish to acquire. You may be charged a redemption fee on certain redemptions, including exchanges. See "Redeeming Shares -- Redemption Fee." EXCHANGE CONDITIONS The following conditions apply to all exchanges: - - Shares of the fund you wish to acquire must be available for sale in your state of residence; - - Exchanges must be made between accounts with identical registration information; - - The account you wish to exchange from must have a certified tax identification number (or the Fund has received an appropriate Form W-8 or W-9); - - Shares must have been held for at least one day prior to the exchange with the exception of dividends that are reinvested; and - - If you have physical share certificates, you must return them to the transfer agent prior to the exchange. TERMS OF EXCHANGE Under unusual market conditions, a fund may delay the purchase of shares being acquired in an exchange for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating funds or the distributor may modify or terminate this privilege at any time. The fund or the distributor will provide you with notice of such modification or termination whenever it is required to do so by applicable law, but may impose changes at any time for emergency purposes. BY TELEPHONE Conditions that apply to exchanges by telephone are the same as redemptions by telephone, including that the transfer agent must receive exchange requests during the hours of the customary trading session of the NYSE; however, you still will be allowed to exchange by telephone even if you have changed your address of record within the preceding 30 days. INSTCL--02/07 A-5 ----------------------------------- THE AIM FUNDS - INSTITUTIONAL CLASS ----------------------------------- PRICING OF SHARES DETERMINATION OF NET ASSET VALUE The price of each fund's shares is the fund's net asset value per share. The funds value portfolio securities for which market quotations are readily available at market value. The funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. Even when market quotations are available, they may be stale or unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where AIM determines that the closing price of the security is unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading. Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values. AIM may use indications of fair value from pricing services approved by the Boards of Trustees. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Boards of Trustees. As a means of evaluating its fair value process, AIM routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Boards of Trustees. Specific types of securities are valued as follows: Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities: Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data. Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund. Fixed Income Securities: Government, corporate, asset-backed and municipal bonds, convertible securities, including high yield or junk bonds, and loans, normally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service and independent quoted prices are unreliable, the AIM valuation committee will fair value the security using procedures approved by the Boards of Trustees. Short-term Securities: The funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio value all their securities at amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund and AIM Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities. INSTCL--02/07 A-6 ----------------------------------- THE AIM FUNDS - INSTITUTIONAL CLASS ----------------------------------- Futures and Options: Futures and options are valued on the basis of market quotations, if available. Open-end Funds: To the extent a fund invests in other open-end funds, other than open-end funds that are exchange traded, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests. Each fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each day the NYSE is open for business. For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each non-money market fund's portfolio securities transactions are recorded no later than the first business day following the trade date. Transactions in money market fund portfolio securities are normally accounted for on a trade date basis. TIMING OF ORDERS You can purchase, exchange or redeem shares on each day the NYSE is open for business, prior to the close of the customary trading session or any earlier NYSE closing time that day. The funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading. TAXES In general, dividends and distributions you receive are taxable as ordinary income or long-term capital gains for federal income tax purposes, whether you reinvest them in additional shares or take them in cash. Distributions are generally taxable to you at different rates depending on the length of time the fund holds its assets and the type of income that the fund earns. Different tax rates apply to ordinary income, qualified dividend income, and long-term capital gain distributions. Every year, you will be sent information showing the amount of dividends and distributions you received from each fund during the prior year. Any long-term or short-term capital gains realized from redemptions of fund shares will be subject to federal income tax. Exchanges of shares for shares of another fund are treated as a sale, and any gain realized on the transaction will generally be subject to federal income tax. INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING "OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THEIR PROSPECTUS. The foreign, state and local tax consequences of investing in fund shares may differ materially from the federal income tax consequences described above. In addition, the preceding discussion concerning the taxability of fund dividends and distributions and of redemptions and exchanges of fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Internal Revenue Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing. INSTCL--02/07 A-7 OBTAINING ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- More information may be obtained free of charge upon request. The Statement of Additional Information (SAI), a current version of which is on file with the Securities and Exchange Commission (SEC), contains more details about the funds and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the funds' investments. Each fund's annual report also discusses the market conditions and investment strategies that significantly affected the fund's performance during its last fiscal year. The fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q. If you have questions about the funds, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of the fund's current SAI or annual or semiannual reports, please contact us by mail at AIM Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-4739 or BY TELEPHONE: (800) 659-1005 ON THE INTERNET: You can send us a request by e-mail or download prospectuses, SAIs, annual or semiannual reports via our website: http://www.aiminvestments.com
THE FUNDS' MOST RECENT PORTFOLIO HOLDINGS, AS FILED ON FORM N-Q, ARE ALSO AVAILABLE AT HTTP://WWW.AIMINVESTMENTS.COM. You can also review and obtain copies of the funds' SAI, financial reports, the funds' Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room. - ---------------------------------------- AIM Capital Development Fund AIM Charter Fund AIM Constellation Fund AIM Diversified Dividend Fund AIM Large Cap Basic Value Fund AIM Large Cap Growth Fund SEC 1940 Act file number: 811-01424 - ---------------------------------------- AIMinvestments.com AEF-PRO-1 YOUR GOALS. OUR SOLUTIONS. [AIM INVESTMENTS LOGO APPEARS HERE] --Registered Trademark-- --Registered Trademark-- STATEMENT OF ADDITIONAL INFORMATION AIM EQUITY FUNDS 11 GREENWAY PLAZA SUITE 100 HOUSTON, TEXAS 77046-1173 (713) 626-1919 ---------- THIS STATEMENT OF ADDITIONAL INFORMATION RELATES TO EACH PORTFOLIO (EACH A "FUND," COLLECTIVELY THE "FUNDS") OF AIM EQUITY FUNDS LISTED BELOW. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS, AND IT SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUSES FOR THE FUNDS LISTED BELOW. PORTIONS OF EACH FUND'S FINANCIAL STATEMENTS ARE INCORPORATED INTO THIS STATEMENT OF ADDITIONAL INFORMATION BY REFERENCE TO SUCH FUND'S MOST RECENT ANNUAL REPORT TO SHAREHOLDERS. YOU MAY OBTAIN, WITHOUT CHARGE, A COPY OF ANY PROSPECTUS AND/OR ANNUAL REPORT FOR ANY FUND LISTED BELOW FROM AN AUTHORIZED DEALER OR BY WRITING TO: AIM INVESTMENT SERVICES, INC. P.O. BOX 4739 HOUSTON, TEXAS 77210-4739 OR BY CALLING (800) 959-4246 THIS STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2007, RELATES TO THE CLASS A, CLASS B, CLASS C, CLASS R, INVESTOR CLASS AND INSTITUTIONAL CLASS SHARES, AS APPLICABLE, OF THE FOLLOWING PROSPECTUSES:
FUND DATED - ---- ----------------- AIM CAPITAL DEVELOPMENT FUND FEBRUARY 28, 2007 AIM CHARTER FUND FEBRUARY 28, 2007 AIM CONSTELLATION FUND FEBRUARY 28, 2007 AIM DIVERSIFIED DIVIDEND FUND FEBRUARY 28, 2007 AIM LARGE CAP BASIC VALUE FUND FEBRUARY 28, 2007 AIM LARGE CAP GROWTH FUND FEBRUARY 28, 2007
AIM EQUITY FUNDS STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS
PAGE ---- GENERAL INFORMATION ABOUT THE TRUST...................................... 1 Fund History.......................................................... 1 Shares of Beneficial Interest......................................... 1 DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS................. 3 Classification........................................................ 3 Investment Strategies and Risks....................................... 4 Equity Investments................................................. 7 Foreign Investments................................................ 7 Debt Investments................................................... 9 Other Investments.................................................. 10 Investment Techniques.............................................. 11 Derivatives........................................................ 16 Additional Securities or Investment Techniques..................... 21 Fund Policies......................................................... 22 Temporary Defensive Positions......................................... 24 Portfolio Turnover.................................................... 24 Policies and Procedures for Disclosure of Fund Holdings............... 24 MANAGEMENT OF THE TRUST.................................................. 27 Board of Trustees..................................................... 27 Management Information................................................ 27 Trustee Ownership of Fund Shares................................... 30 Compensation.......................................................... 30 Retirement Plan For Trustees....................................... 30 Deferred Compensation Agreements................................... 31 Purchases of Class A Shares of the Funds at Net Asset Value........ 31 Code of Ethics........................................................ 31 Proxy Voting Policies................................................. 32 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES...................... 32 INVESTMENT ADVISORY AND OTHER SERVICES................................... 32 Investment Advisor.................................................... 32 Portfolio Managers................................................. 35 Securities Lending Arrangements.................................... 35 Service Agreements.................................................... 35 Other Service Providers............................................... 36 BROKERAGE ALLOCATION AND OTHER PRACTICES................................. 37 Brokerage Transactions................................................ 37 Commissions........................................................... 37 Broker Selection...................................................... 38 Directed Brokerage (Research Services)................................ 41 Regular Brokers....................................................... 41 Allocation of Portfolio Transactions.................................. 41 Allocation of Equity Initial Public Offering ("IPO") Transactions..... 41 PURCHASE, REDEMPTION AND PRICING OF SHARES............................... 41 Transactions through Financial Intermediaries......................... 41 Purchase and Redemption of Shares..................................... 42
i Institutional Class Shares............................................ 60 Offering Price........................................................ 61 Redemptions In Kind................................................... 63 Backup Withholding.................................................... 63 DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS................................. 64 Dividends and Distributions........................................... 64 Tax Matters........................................................... 64 DISTRIBUTION OF SECURITIES............................................... 72 Distribution Plans.................................................... 72 Distributor........................................................... 75 FINANCIAL STATEMENTS..................................................... 76 PENDING LITIGATION....................................................... 76 APPENDICES: RATINGS OF DEBT SECURITIES............................................... A-1 PERSONS TO WHOM AIM PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS................................................... B-1 TRUSTEES AND OFFICERS.................................................... C-1 TRUSTEE COMPENSATION TABLE............................................... D-1 PROXY POLICIES AND PROCEDURES............................................ E-1 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES...................... F-1 MANAGEMENT FEES.......................................................... G-1 PORTFOLIO MANAGERS ...................................................... H-1 ADMINISTRATIVE SERVICES FEES............................................. I-1 BROKERAGE COMMISSIONS.................................................... J-1 DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS............................................ K-1 CERTAIN FINANCIAL ADVISORS THAT RECEIVE ONE OR MORE TYPES OF PAYMENTS.............................................................. L-1 AMOUNTS PAID TO A I M DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS.. M-1 ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS............ N-1 TOTAL SALES CHARGES...................................................... O-1 PENDING LITIGATION....................................................... P-1
ii GENERAL INFORMATION ABOUT THE TRUST FUND HISTORY AIM Equity Funds (the "Trust") is a Delaware statutory trust which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company. The Trust currently consists of six separate portfolios: AIM Capital Development Fund, AIM Charter Fund, AIM Constellation Fund, AIM Diversified Dividend Fund, AIM Large Cap Basic Value Fund and AIM Large Cap Growth Fund (each a "Fund" and collectively, the "Funds"). Under an Amended and Restated Agreement and Declaration of Trust, dated September 14, 2005, as amended (the "Trust Agreement"), the Board of Trustees of the Trust (the "Board") is authorized to create new series of shares without the necessity of a vote of shareholders of the Trust. The Trust was originally organized on May 19, 1988 as a Maryland corporation. The Trust reorganized as a Delaware business trust on June 21, 2000. The following Funds were included in the reorganization: AIM Aggressive Growth Fund, AIM Blue Chip Fund, AIM Capital Development Fund, AIM Charter Fund, AIM Constellation Fund, AIM Large Cap Basic Value Fund, AIM Large Cap Growth Fund, AIM Mid Cap Growth Fund and AIM Weingarten Fund. All historical and other information contained in this Statement of Additional Information for periods prior to June 21, 2000 relating to the Funds (or a class thereof) is that of the predecessor funds (or the corresponding class thereof). AIM Core Strategies Fund, AIM Diversified Dividend Fund, and AIM U.S. Growth Fund commenced operations as series of the Trust. Prior to May 2, 2003, AIM Diversified Dividend Fund was known as AIM Large Cap Core Equity Fund. Prior to September 15, 2004, AIM Select Basic Value Fund was known as AIM Basic Value II Fund. As of March 15, 2005, AIM Core Strategies Fund and AIM U.S. Growth Fund were liquidated. On July 18, 2005, AIM Aggressive Growth Fund acquired all the assets of AIM Emerging Growth Fund and AIM Weingarten Fund acquired all the assets of AIM Dent Demographic Trends Fund. In addition, on July 18, 2005, AIM Aggressive Growth Fund acquired the assets of AIM Libra Fund, a portfolio of AIM Investments Funds. On March 27, 2006, AIM Constellation Fund acquired all the assets of AIM Aggressive Growth Fund and AIM Weingarten Fund. Also on March 27, 2006, AIM Large Cap Growth Fund acquired all the assets of AIM Blue Chip Fund. On April 10, 2006, AIM Dynamics Fund, a portfolio of AIM Stock Funds, acquired all the assets of AIM Mid Cap Growth Fund. In addition, on April 10, 2006, AIM Charter Fund acquired the assets of AIM Premier Equity Fund, a portfolio of AIM Funds Group. As of February [28], 2007, AIM Select Basic Value was liquidated. SHARES OF BENEFICIAL INTEREST Shares of beneficial interest of the Trust are redeemable at their net asset value (subject, in certain circumstances, to a contingent deferred sales charge or redemption fee) at the option of the shareholder or at the option of the Trust in certain circumstances. The Trust allocates moneys and other property it receives from the issue or sale of shares of each of its series of shares, and all income, earnings and profits from such issuance and sales, subject only to the rights of creditors, to the appropriate Fund. These assets constitute the underlying assets of each Fund, are segregated on the Trust's books of account, and are charged with the expenses of such Fund and its respective classes. The Trust allocates any general expenses of the Trust not readily identifiable as belonging to a particular Fund by or under the direction of the Board, primarily on the basis of relative net assets, or other relevant factors. Each share of each Fund represents an equal proportionate interest in that Fund with each other share and is entitled to such dividends and distributions out of the income belonging to such Fund as are declared by the Board. 1 Each Fund offers separate classes of shares as follows:
INSTITUTIONAL INVESTOR FUND CLASS A CLASS B CLASS C CLASS R CLASS CLASS - ------------------------------ ------- ------- ------- ------- ------------- -------- AIM Capital Development Fund X X X X X X AIM Charter Fund X X X X X AIM Constellation Fund X X X X X AIM Diversified Dividend Fund X X X X X X AIM Large Cap Basic Value Fund X X X X X X AIM Large Cap Growth Fund X X X X X X
This Statement of Additional Information relates solely to the Class A, Class B, Class C, Class R, Investor Class and Institutional Class shares, if applicable, of the Funds. The Institutional Class shares of the Funds are intended for use by certain eligible institutional investors, including the following: - banks and trust companies acting in a fiduciary or similar capacity; - bank and trust company common and collective trust funds; - banks and trust companies investing for their own account; - entities acting for the account of a public entity (e.g. Taft-Hartley funds, states, cities or government agencies); - retirement plans; - platform sponsors with which A I M Distributors, Inc. ("AIM Distributors") has entered into an agreement; - proprietary asset allocation funds; and - AIM Management Group Inc. and its affiliates. Each class of shares represents an interest in the same portfolio of investments. Differing sales charges and expenses will result in differing net asset values and dividends and distributions. Upon any liquidation of the Trust, shareholders of each class are entitled to share pro rata in the net assets belonging to the applicable Fund allocable to such class available for distribution after satisfaction of outstanding liabilities of the Fund allocable to such class. Each share of a Fund generally has the same voting, dividend, liquidation and other rights; however, each class of shares of a Fund is subject to different sales loads, conversion features, exchange privileges and class-specific expenses. Only shareholders of a specific class may vote on matters relating to that class' distribution plan. Because Class B shares automatically convert to Class A shares on or about month-end which is at least eight years after the date of purchase, the Funds' distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act requires that Class B shareholders must also approve any material increase in distribution fees submitted to Class A shareholders of that Fund. A pro rata portion of shares from reinvested dividends and distributions convert along with the Class B shares. 2 Except as specifically noted above, shareholders of each Fund are entitled to one vote per share (with proportionate voting for fractional shares), irrespective of the relative net asset value of the shares of a Fund. However, on matters affecting an individual Fund or class of shares, a separate vote of shareholders of that Fund or class is required. Shareholders of a Fund or class are not entitled to vote on any matter which does not affect that Fund or class but that requires a separate vote of another Fund or class. An example of a matter that would be voted on separately by shareholders of each Fund is the approval of the advisory agreement with A I M Advisors, Inc. ("AIM"), and an example of a matter that would be voted on separately by shareholders of each class of shares is approval of the distribution plans. When issued, shares of each Fund are fully paid and nonassessable, have no preemptive or subscription rights, and are freely transferable. Other than the automatic conversion of Class B shares to Class A shares, there are no conversion rights. Shares do not have cumulative voting rights, which means that in situations in which shareholders elect trustees, holders of more than 50% of the shares voting for the election of trustees can elect all of the trustees of the Trust, and the holders of less than 50% of the shares voting for the election of trustees will not be able to elect any trustees. Under Delaware law, shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is a remote possibility, however, that shareholders could, under certain circumstances, be held liable for the obligations of the Trust to the extent the courts of another state which does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees to all parties, and each party thereto must expressly waive all rights of action directly against shareholders of the Trust. The Trust Agreement provides for indemnification out of the property of a Fund for all losses and expenses of any shareholder of such Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss due to shareholder liability is limited to circumstances in which a Fund is unable to meet its obligations and the complaining party is not held to be bound by the disclaimer. The trustees and officers of the Trust will not be liable for any act, omission or obligation of the Trust or any trustee or officer; however, a trustee or officer is not protected against any liability to the Trust or to the shareholders to which a trustee or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office with the Trust ("Disabling Conduct"). The Trust's Bylaws generally provide for indemnification by the Trust of the trustees, the officers and employees or agents of the Trust, provided that such persons have not engaged in Disabling Conduct. Indemnification does not extend to judgments or amounts paid in settlement in any actions by or in the right of the Trust. The Trust's Bylaws provide for the advancement of payments to current and former trustees, officers and employees or agents of the Trust, or anyone serving at their request, in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding, expenses for which such person would be entitled to indemnification; provided that any advancement of payments would be reimbursed unless it is ultimately determined that such person is entitled to indemnification for such expenses. SHARE CERTIFICATES. Shareholders of the Funds do not have the right to demand or require the Trust to issue share certificates and share certificates are not issued. DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS CLASSIFICATION The Trust is an open-end management investment company. Each of the Funds are "diversified" for purposes of the 1940 Act. 3 INVESTMENT STRATEGIES AND RISKS The table on the following pages identifies various securities and investment techniques used by AIM in managing The AIM Family of Funds(R). The table has been marked to indicate those securities and investment techniques that AIM may use to manage a Fund. A Fund can but may not use all of these techniques at any one time. AIM may also invest in types of securities and may use investment techniques in managing the Funds, other than those described below, subject to the limitations imposed by a Fund's investment objectives, policies and restrictions described in that Fund's prospectus and/or this Statement of Additional Information, as well as federal securities laws. The Funds' investment objectives, policies, strategies and practices are non-fundamental unless otherwise indicated. A more detailed description of the securities and investment techniques, as well as the risks associated with those securities and investment techniques that the Funds utilize, follows the table. The descriptions of the types of securities and investment techniques below supplement the discussion of principal investment strategies contained in each Fund's Prospectus; where a particular type of security or investment technique is not discussed in a Fund's Prospectus, that security or investment technique is not a principal investment strategy. 4 AIM EQUITY FUNDS SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES
AIM LARGE AIM FUND AIM AIM CAP LARGE CAPITAL AIM AIM DIVERSIFIED BASIC CAP DEVELOPMENT CHARTER CONSTELLATION DIVIDEND VALUE GROWTH Security/ Investment Technique FUND FUND FUND FUND FUND FUND - ------------------------------------------- ----------- ------- ------------- ----------- ----- ------ EQUITY INVESTMENTS Common Stock X X X X X X Preferred Stock X X X X X X Convertible Securities X X X X X X Alternative Entity Securities X X X X X X FOREIGN INVESTMENTS Foreign Securities X X X X X X Foreign Government Obligations X X X X X X Foreign Exchange Transactions X X X X X X DEBT INVESTMENTS FOR EQUITY FUNDS U.S. Government Obligations X X X X X X Liquid Assets X X X X X X Investment Grade Corporate Debt Obligations X X X X X X Junk Bonds OTHER INVESTMENTS REITs X X X X X X Other Investment Companies X X X X X X Exchange-Traded Funds X X X X X X Defaulted Securities Municipal Forward Contracts Variable or Floating Rate Instruments Indexed Securities Zero-Coupon and Pay-in-Kind Securities Synthetic Municipal Instruments INVESTMENT TECHNIQUES Delayed Delivery Transactions X X X X X X When-Issued Securities X X X X X X Short Sales X X X X X X Margin Transactions Swap Agreements X X X X X X Interfund Loans X X X X X X Borrowing X X X X X X Lending Portfolio Securities X X X X X X Repurchase Agreements X X X X X X Reverse Repurchase Agreements X X Dollar Rolls X X X Illiquid Securities X X X X X X
5 AIM EQUITY FUNDS SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES
AIM LARGE AIM FUND AIM AIM CAP LARGE CAPITAL AIM AIM DIVERSIFIED BASIC CAP DEVELOPMENT CHARTER CONSTELLATION DIVIDEND VALUE GROWTH Security/ Investment Technique FUND FUND FUND FUND FUND FUND - ------------------------------------------- ----------- ------- ------------- ----------- ----- ------ Rule 144A Securities X X X X X X Unseasoned Issuers X X X X X Sale of Money Market Securities Standby Commitments DERIVATIVES Put Options X X X X X X Call Options X X X X X X Straddles X X X X X X Warrants X X X X X X Futures Contracts and Options on Futures Contracts X X X X X X Forward Currency Contracts X X X X X X Cover X X X X X X ADDITIONAL SECURITIES OR INVESTMENT TECHNIQUES Master Limited Partnerships X Investments in Entities with Relationships with the Funds/Advisor X X X X X X
6 Equity Investments COMMON STOCK. Common stock is issued by companies principally to raise cash for business purposes and represents a residual interest in the issuing company. A Fund participates in the success or failure of any company in which it holds stock. The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. PREFERRED STOCK. Preferred stock, unlike common stock, often offers a stated dividend rate payable from a corporation's earnings. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as call/redemption provisions prior to maturity, a negative feature when interest rates decline. Dividends on some preferred stock may be "cumulative," requiring all or a portion of prior unpaid dividends to be paid before dividends are paid on the issuer's common stock. Preferred stock also generally has a preference over common stock on the distribution of a corporation's assets in the event of liquidation of the corporation, and may be "participating," which means that it may be entitled to a dividend exceeding the stated dividend in certain cases. In some cases an issuer may offer auction rate preferred stock, which means that the interest to be paid is set by auction and will often be reset at stated intervals. The rights of preferred stocks on the distribution of a corporation's assets in the event of a liquidation are generally subordinate to the rights associated with a corporation's debt securities. CONVERTIBLE SECURITIES. Convertible securities include bonds, debentures, notes, preferred stocks and other securities that may be converted into a prescribed amount of common stock or other equity securities at a specified price and time. The holder of convertible securities is entitled to receive interest paid or accrued on debt, or dividends paid or accrued on preferred stock, until the security matures or is converted. The value of a convertible security depends on interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer and the seniority of the security in the issuer's capital structure. Convertible securities may be illiquid, and may be required to convert at a time and at a price that is unfavorable to the Fund. The values of the convertible securities in which the fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of convertible securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and at a price that is unfavorable to the fund. ALTERNATIVE ENTITY SECURITIES. Companies that are formed as limited partnerships, limited liability companies, business trusts or other non-corporate entities may issue equity securities that are similar to common or preferred stock of corporations. Foreign Investments FOREIGN SECURITIES. Foreign securities are equity or debt securities issued by issuers outside the United States, and include securities in the form of American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), or other securities representing underlying securities of foreign issuers. Depositary receipts are typically issued by a bank or trust company and evidence ownership of underlying securities issued by foreign corporations. Each Fund may invest up to 25% of its total assets in foreign securities. Investments by a Fund in foreign securities, whether denominated in U.S. dollars or foreign currencies, may entail all of the risks set forth below. Investments by a Fund in ADRs, EDRs or similar securities also may entail some or all of the risks described below. 7 Currency Risk. The value of the Funds' foreign investments will be affected by changes in currency exchange rates. The U.S. dollar value of a foreign security decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated, and increases when the value of the U.S. dollar falls against such currency. Political and Economic Risk. The economies of many of the countries in which the Funds may invest may not be as developed as the United States' economy and may be subject to significantly different forces. Political or social instability, expropriation or confiscatory taxation, and limitations on the removal of funds or other assets could also adversely affect the value of the Funds' investments. Regulatory Risk. Foreign companies are not registered with the Securities and Exchange Commission ("SEC") and are generally not subject to the regulatory controls imposed on United States issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Foreign companies are not subject to uniform accounting, auditing and financial reporting standards, corporate governance practices and requirements comparable to those applicable to domestic companies. Income from foreign securities owned by the Funds may be reduced by a withholding tax at the source, which tax would reduce dividend income payable to the Funds' shareholders. Market Risk. The securities markets in many of the countries in which the Funds invest will have substantially less trading volume than the major United States markets. As a result, the securities of some foreign companies may be less liquid and experience more price volatility than comparable domestic securities. Increased custodian costs as well as administrative costs (such as the need to use foreign custodians) may be associated with the maintenance of assets in foreign jurisdictions. There is generally less government regulation and supervision of foreign stock exchanges, brokers and issuers which may make it difficult to enforce contractual obligations. In addition, transaction costs in foreign securities markets are likely to be higher, since brokerage commission rates in foreign countries are likely to be higher than in the United States. Risks of Developing Countries. Each Fund may invest up to 5% of their respective total assets in securities of companies located in developing countries. Developing countries are those countries which are not included in the MSCI World Index. The Funds consider various factors when determining whether a company is in a developing country, including whether (1) it is organized under the laws of a developing country; (2) it has a principal office in a developing country; (3) it derives 50% or more of its total revenues from business in a developing country; or (4) its securities are traded principally on a stock exchange, or in an over-the-counter market, in a developing country. Investments in developing countries present risks greater than, and in addition to, those presented by investments in foreign issuers in general. A number of developing countries restrict, to varying degrees, foreign investment in stocks. Repatriation of investment income, capital, and the proceeds of sales by foreign investors may require governmental registration and/or approval in some developing countries. A number of the currencies of developing countries have experienced significant declines against the U.S. dollar in recent years, and devaluation may occur subsequent to investments in these currencies by the Funds. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain emerging market countries. Many of the developing securities markets are relatively small or less diverse, have low trading volumes, suffer periods of relative illiquidity, and are characterized by significant price volatility. There is a risk in developing countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies, any of which may have a detrimental effect on the Fund's investments. FOREIGN GOVERNMENT OBLIGATIONS. Debt securities issued by foreign governments are often, but not always, supported by the full faith and credit of the foreign governments, or their subdivisions, agencies or instrumentalities, that issue them. These securities involve the risks discussed above with respect to foreign securities. Additionally, the issuer of the debt or the governmental authorities that control repayment of the debt may be unwilling or unable to pay interest or repay principal when due. Political or economic changes or the balance of trade may affect a country's willingness or ability to 8 service its debt obligations. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt obligations, especially debt obligations issued by the governments of developing countries. Foreign government obligations of developing countries, and some structures of emerging market debt securities, both of which are generally below investment grade, are sometimes referred to as "Brady Bonds". FOREIGN EXCHANGE TRANSACTIONS. Foreign exchange transactions include direct purchases of futures contracts with respect to foreign currency, and contractual agreements to purchase or sell a specified currency at a specified future date (up to one year) at a price set at the time of the contract. Such contractual commitments may be forward currency contracts entered into directly with another party or exchange traded futures contracts. Each Fund has authority to deal in foreign exchange between currencies of the different countries in which it will invest as a hedge against possible variations in the foreign exchange rates between those currencies. A Fund may commit the same percentage of its assets to foreign exchange hedges as it can invest in foreign securities. The Funds may utilize either specific transactions ("transaction hedging") or portfolio positions ("position hedging") to hedge foreign currency exposure through foreign exchange transactions. Transaction hedging is the purchase or sale of foreign currency with respect to specific receivables or payables of a Fund accruing in connection with the purchase or sale of its portfolio securities, the sale and redemption of shares of the Fund, or the payment of dividends and distributions by the Fund. Position hedging is the purchase or sale of foreign currency with respect to portfolio security positions (or underlying portfolio security positions, such as in an ADR) denominated or quoted in a foreign currency. Additionally, foreign exchange transactions may involve some of the risks of investments in foreign securities. Debt Investments U.S. GOVERNMENT OBLIGATIONS. Obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities include bills, notes and bonds issued by the U.S. Treasury, as well as "stripped" or "zero coupon" U.S. Treasury obligations representing future interest or principal payments on U.S. Treasury notes or bonds. Stripped securities are sold at a discount to their "face value," and may exhibit greater price volatility than interest-bearing securities since investors receive no payment until maturity. Obligations of certain agencies and instrumentalities of the U.S. Government, such as the Government National Mortgage Association ("GNMA"), are supported by the full faith and credit of the U.S. Treasury; others, such as those of the Federal National Mortgage Association ("FNMA"), are supported by the right of the issuer to borrow from the U.S. Treasury; others, such as those of the former Student Loan Marketing Association ("SLMA"), are supported by the discretionary authority of the U.S. Government to purchase the agency's obligations; still others, though issued by an instrumentality chartered by the U.S. Government, like the Federal Farm Credit Bureau ("FFCB"), are supported only by the credit of the instrumentality. The U.S. Government may choose not to provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer were to default, the Funds holding securities of such issuer might not be able to recover their investment from the U.S. Government. LIQUID ASSETS. Cash equivalents include money market instruments (such as certificates of deposit, time deposits, bankers' acceptances from U.S. or foreign banks, and repurchase agreements), shares of affiliated money market funds or high-quality debt obligations (such as U.S. Government obligations, commercial paper, master notes and other short-term corporate instruments, and municipal obligations). INVESTMENT GRADE CORPORATE DEBT OBLIGATIONS. Each Fund may invest in U.S. dollar-denominated debt obligations issued or guaranteed by U.S. corporations or U.S. commercial banks, U.S. dollar-denominated obligations of foreign issuers and debt obligations of foreign issuers denominated in foreign currencies. Such debt obligations include, among others, bonds, notes, 9 debentures and variable rate demand notes. In choosing corporate debt securities on behalf of a Fund, its investment adviser may consider (i) general economic and financial conditions; (ii) the specific issuer's (a) business and management, (b) cash flow, (c) earnings coverage of interest and dividends, (d) ability to operate under adverse economic conditions, (e) fair market value of assets, and (f) in the case of foreign issuers, unique political, economic or social conditions applicable to such issuer's country; and, (iii) other considerations deemed appropriate. Descriptions of debt securities ratings are found in Appendix A. Other Investments REAL ESTATE INVESTMENT TRUSTS ("REITS"). REITs are trusts that sell equity or debt securities to investors and use the proceeds to invest in real estate or interests therein. A REIT may focus on particular projects, such as apartment complexes, or geographic regions, such as the southeastern United States, or both. To the extent consistent with their respective investment objectives and policies, each Fund may invest up to 15% of its total assets in equity and/or debt securities issued by REITs. To the extent that a Fund has the ability to invest in REITs, the Fund could conceivably own real estate directly as a result of a default on the securities it owns. A Fund, therefore, may be subject to certain risks associated with the direct ownership of real estate including difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, and increases in interest rates. In addition to the risks described above, equity REITs may be affected by any changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Equity and mortgage REITs are dependent upon management skill, are not diversified, and are therefore subject to the risk of financing single or a limited number of projects. Such trusts are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to maintain an exemption from the 1940 Act. Changes in interest rates may also affect the value of debt securities held by a Fund. By investing in REITs indirectly through a Fund, a shareholder will bear not only his/her proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs. OTHER INVESTMENT COMPANIES. Each Fund may purchase shares of other investment companies. For each Fund, the 1940 Act imposes the following restrictions on investments in other investment companies: (i) a Fund may not purchase more than 3% of the total outstanding voting stock of another investment company; (ii) a Fund may not invest more than 5% of its total assets in securities issued by another investment company; and (iii) a Fund may not invest more than 10% of its total assets in securities issued by other investment companies. These restrictions do not apply to investments by the Funds in investment companies that are money market funds, including money market funds that have AIM or an affiliate of AIM as an investment advisor (the "Affiliated Money Market Funds"). With respect to a Fund's purchase of shares of another investment company, including an Affiliated Money Market Fund, the Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company. EXCHANGE-TRADED FUNDS. Each Fund may purchase shares of exchange-traded funds ("ETFs"). Most ETFs are registered under the 1940 Act as investment companies. Therefore, a Fund's purchase of shares of an ETF may be subject to the restrictions on investments in other investment companies discussed above under "Other Investment Companies." 10 ETFs hold portfolios of securities, commodities and/or currencies that are designed to replicate, as closely as possible before expenses, the price and/or yield of (i) a specified market or other index, (ii) a basket of securities, commodities or currencies, or (iii) a particular commodity or currency. The performance results of ETFs will not replicate exactly the performance of the pertinent index, basket, commodity or currency due to transaction and other expenses, including fees to service providers, borne by ETFs. ETF shares are sold and redeemed at net asset value only in large blocks called creation units and redemption units, respectively. ETF shares also may be purchased and sold in secondary market trading on national securities exchanges, which allows investors to purchase and sell ETF shares at their market price throughout the day. Investments in ETFs involve the same risks associated with a direct investment in the commodity or currency, or in the types of securities, commodities and/or currencies included in the indicies or baskets the ETFs are designed to replicate. In addition, shares of an ETF may trade at a market price that is higher or lower than their net asset value and an active trading market in such shares may not develop or continue. Moreover, trading of an ETF's shares may be halted if the listing exchange's officials deem such action to be appropriate, the shares are de-listed from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally. Finally there can be no assurance that the portfolio of securities, commodities and/or currencies purchased by an ETF to replicate a particular index or basket will replicate (i) such index or basket, or (ii) a commodity or currency will replicate the prices of such commodity or currency. Investment Techniques DELAYED DELIVERY TRANSACTIONS. Delayed delivery transactions, also referred to as forward commitments, involve commitments by a Fund to dealers or issuers to acquire or sell securities at a specified future date beyond the customary settlement for such securities. These commitments may fix the payment price and interest rate to be received or paid on the investment. A Fund may purchase securities on a delayed delivery basis to the extent it can anticipate having available cash on settlement date. Delayed delivery agreements will not be used as a speculative or leverage technique except for AIM Constellation Fund. Investment in securities on a delayed delivery basis may increase a Fund's exposure to market fluctuation and may increase the possibility that the Fund will incur short-term gains subject to federal taxation or short-term losses if the Fund must engage in portfolio transactions in order to honor a delayed delivery commitment. Until the settlement date, a Fund will segregate liquid assets of a dollar value sufficient at all times to make payment for the delayed delivery transactions. Such segregated liquid assets will be marked-to-market daily, and the amount segregated will be increased if necessary to maintain adequate coverage of the delayed delivery commitments. No additional delayed delivery agreements or when-issued commitments (as described below) will be made by a Fund if, as a result, more than 25% of the Fund's total assets would become so committed. The delayed delivery securities, which will not begin to accrue interest or dividends until the settlement date, will be recorded as an asset of a Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed delivery securities is a liability of a Fund until settlement. Absent extraordinary circumstances, a Fund will not sell or otherwise transfer the delayed delivery basis securities prior to settlement. A Fund may enter into buy/sell back transactions (a form of delayed delivery agreement). In a buy/sell back transaction, a Fund enters a trade to sell securities at one price and simultaneously enters a trade to buy the same securities at another price for settlement at a future date. WHEN-ISSUED SECURITIES. Purchasing securities on a "when-issued" basis means that the date for delivery of and payment for the securities is not fixed at the date of purchase, but is set after the securities are issued. The payment obligation and, if applicable, the interest rate that will be received on the securities are fixed at the time the buyer enters into the commitment. A Fund will only make 11 commitments to purchase such securities with the intention of actually acquiring such securities, but the Fund may sell these securities before the settlement date if it is deemed advisable. Securities purchased on a when-issued basis and the securities held in a Fund's portfolio are subject to changes in market value based upon the public's perception of the creditworthiness of the issuer and, if applicable, changes in the level of interest rates. Therefore, if a Fund is to remain substantially fully invested at the same time that it has purchased securities on a when-issued basis, there will be a possibility that the market value of the Fund's assets will fluctuate to a greater degree. Furthermore, when the time comes for the Fund to meet its obligations under when-issued commitments, the Fund will do so by using then available cash flow, by sale of the segregated liquid assets, by sale of other securities or, although it would not normally expect to do so, by directing the sale of the when-issued securities themselves (which may have a market value greater or less than the Fund's payment obligation). Investment in securities on a when-issued basis may increase a Fund's exposure to market fluctuation and may increase the possibility that the Fund will incur short-term gains subject to federal taxation or short-term losses if the Fund must sell another security in order to honor a when-issued commitment. If a Fund purchases a when-issued security, the Fund will segregate liquid assets in an amount equal to the when-issued commitment. If the market value of such segregated assets declines, additional liquid assets will be segregated on a daily basis so that the market value of the segregated assets will equal the amount of the Fund's when-issued commitments. No additional delayed delivery agreements (as described above) or when-issued commitments will be made by a Fund if, as a result, more than 25% of the Fund's total assets would become so committed. SHORT SALES. Each Fund may engage in short sales. The Funds will only make short sales "against the box," meaning that at all times when a short position is open a Fund owns an equal amount of such securities or securities convertible into, or exchangeable without payment of any further consideration for, securities of the same issue as, and in an amount equal to, the securities sold short. To secure its obligation to deliver the securities sold short against the box, a Fund will segregate with its custodian an equal amount of the securities sold short or securities convertible into or exchangeable for such securities. A Fund will not sell a security short if, as a result of such short sale, the aggregate market value of all securities sold short exceeds 10% of the Fund's total assets. A Fund will make a short sale, as a hedge, when it believes that the price of a security may decline, causing a decline in the value of a security owned by the Fund or a security convertible into or exchangeable for such security, or when the Fund does not want to sell the security it owns, because it wishes to defer recognition of gain or loss for federal income tax purposes. In such case, any future losses in the Fund's long position should be reduced by a gain in the short position. Conversely, any gain in the long position should be reduced by a loss in the short position. The extent to which such gains or losses are reduced will depend upon the amount of the security sold short relative to the amount a Fund owns, either directly or indirectly, and, in the case where a Fund owns convertible securities, changes in the conversion premium. In determining the number of shares to be sold short against a Fund's position in a convertible security, the anticipated fluctuation in the conversion premium is considered. Short sales against the box may afford a Fund an opportunity to earn additional current income to the extent it is able to enter into arrangements with broker-dealers though which the short sales are executed to receive income with respect to the proceeds of the short sales during the period the Fund's short positions remain open. There is no assurance that the Fund will be able to enter into such arrangements. Short sales against the box may be subject to special tax treatment as "constructive sales" and require the Fund to recognize any taxable gain unless an exception to the constructive sale rule applies. See "Dividends, Distributions and Tax Matters - Tax Matters - Determination of Taxable Income of a Regulated Investment Company." 12 MARGIN TRANSACTIONS. None of the Funds will purchase any security on margin, except that each Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities. The payment by a Fund of initial or variation margin in connection with futures or related options transactions will not be considered the purchase of a security on margin. SWAP AGREEMENTS. Each Fund may enter into interest rate, index and currency exchange rate swap agreements for purposes of attempting to obtain a particular desired return at a lower cost to the Fund than if it had invested directly in an instrument that yielded that desired return. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard "swap" transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or "swapped" between the parties are calculated with respect to a "notional amount," i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket" of securities representing a particular index. Commonly used swap agreements include: (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or "cap"; (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or "floor"; and (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. The "notional amount" of the swap agreement is only a fictitious basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. Swaps are generally governed by a single master agreement for each counterparty, and the agreements allow for netting of counterparties' obligations on specific transactions. A Fund's obligation or rights will be the net amount owed to or by the counterparty. A Fund's current obligations under a swap agreement will be accrued daily (on a net basis), and the Fund will maintain liquid assets in an amount equal to amounts owed to a swap counterparty less the value of any collateral posted. A Fund will not enter into a transaction with any single counterparty if the net amount owed or to be received under existing transactions under the swap agreements with that counterparty would exceed 5% of the Fund's net assets determined on the date the transaction is entered into. For a discussion of the tax considerations relating to swap agreements, see "Dividends, Distributions and Tax Matters - Swap Agreements." INTERFUND LOANS. Each Fund may lend uninvested cash up to 15% of its net assets to other Funds advised by AIM (the "AIM Funds") and each Fund may borrow from other AIM Funds to the extent permitted under such Fund's investment restrictions. During temporary or emergency periods, the percentage of a Fund's net assets that may be loaned to other AIM Funds may be increased as permitted by the SEC. If a Fund has borrowed from other AIM Funds and has aggregate borrowings from all sources that exceed 10% of such Fund's total assets, such Fund will secure all of its loans from other AIM Funds. The ability of a Fund to lend its securities to other AIM Funds is subject to certain other terms and conditions. BORROWING. Each Fund may borrow money to a limited extent for temporary or emergency purposes. If there are unusually heavy redemptions because of changes in interest rates or for any other reason, a Fund may have to sell a portion of its investment portfolio at a time when it may be disadvantageous to do so. Selling fund securities under these circumstances may result in a lower net asset value per share or decreased dividend income, or both. The Trust believes that, in the event of abnormally heavy redemption requests, a Fund's borrowing ability would help to mitigate any such effects and could make the forced sale of their portfolio securities less likely. LENDING PORTFOLIO SECURITIES. The Funds may each lend their portfolio securities (principally to broker-dealers) where such loans are callable at any time and are continuously secured by segregated collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash, letters of credit, or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Each Fund may lend portfolio securities to the extent of one-third of its total assets. 13 A Fund will not have the right to vote securities while they are being lent, but it can call a loan in anticipation of an important vote. The Fund would receive income in lieu of dividends on loaned securities and would, at the same time, earn interest on the loan collateral or on the investment of any cash collateral. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the loaned securities increases and the collateral is not increased accordingly, or in the event of a default by the borrower. The Fund could also experience delays and costs in gaining access to the collateral. Any cash received as collateral for loaned securities will be invested, in accordance with a Fund's investment guidelines, in short-term money market instruments or Affiliated Money Market Funds. For purposes of determining whether a Fund is complying with its investment policies, strategies and restrictions, the Fund will consider the loaned securities as assets of the Fund, but will not consider any collateral received as a Fund asset. REPURCHASE AGREEMENTS. Repurchase agreements are agreements under which a Fund acquires ownership of a security from a broker-dealer or bank that agrees to repurchase the security at a mutually agreed upon time and price (which is higher than the purchase price), thereby determining the yield during a Fund's holding period. A Fund may, however, enter into a "continuing contract" or "open" repurchase agreement under which the seller is under a continuing obligation to repurchase the underlying obligation from the Fund on demand and the effective interest rate is negotiated on a daily basis. Each of the Funds may engage in repurchase agreement transactions involving the types of securities in which it is permitted to invest. If the seller of a repurchase agreement fails to repurchase the security in accordance with the terms of the agreement, a Fund might incur expenses in enforcing its rights, and could experience losses, including a decline in the value of the underlying security and loss of income. The securities underlying a repurchase agreement will be marked-to-market every business day so that the value of such securities is at least equal to the investment value of the repurchase agreement, including any accrued interest thereon. The Funds may invest their cash balances in joint accounts with other AIM Funds for the purpose of investing in repurchase agreements with maturities not to exceed 60 days, and in certain other money market instruments with remaining maturities not to exceed 90 days. Repurchase agreements are considered loans by a Fund under the 1940 Act. AIM Charter Fund may enter into repurchase agreements (at any time up to 50% of its total net assets), using only U.S. Government securities, for the sole purpose of increasing its yield on idle cash. REVERSE REPURCHASE AGREEMENTS. Reverse repurchase agreements are agreements that involve the sale of securities held by a Fund to financial institutions such as banks and broker-dealers, with an agreement that the Fund will repurchase the securities at an agreed upon price and date. A Fund may employ reverse repurchase agreements (i) for temporary emergency purposes, such as to meet unanticipated net redemptions so as to avoid liquidating other portfolio securities during unfavorable market conditions; (ii) to cover short-term cash requirements resulting from the timing of trade settlements; or (iii) to take advantage of market situations where the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest expense of the transaction. At the time it enters into a reverse repurchase agreement, a Fund will segregate liquid assets having a dollar value equal to the repurchase price, and will subsequently continually monitor the account to ensure that such equivalent value is maintained at all times. Reverse repurchase agreements involve the risk that the market value of securities to be purchased by the Fund may decline below the price at which it is obligated to repurchase the securities, or that the other party may default on its obligation, so that the Fund is delayed or prevented from completing the transaction. Reverse repurchase agreements are considered borrowings by a Fund under the 1940 Act. DOLLAR ROLLS. A dollar roll involves the sale by a Fund of a mortgage security to a financial institution such as a broker-dealer or a bank, with an agreement to repurchase a substantially similar (i.e., 14 same type, coupon and maturity) security at an agreed upon price and date. The mortgage securities that are purchased will bear the same interest rate as those sold, but will generally be collateralized by different pools of mortgages with different prepayment histories. During the period between the sale and repurchase, a Fund will not be entitled to receive interest and principal payments on the securities sold. Proceeds of the sale will be invested in short-term instruments, and the income from these investments, together with any additional fee income received on the sale, could generate income for a Fund exceeding the yield on the sold security. Dollar roll transactions involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities that the Fund has sold but is obligated to repurchase under the agreement. In the event the buyer of securities under a dollar roll transaction files for bankruptcy or becomes insolvent, the Fund's use of the proceeds from the sale of the securities may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund's obligation to repurchase the securities. At the time the Fund enters into a dollar roll, it will segregate liquid assets having a dollar value equal to the repurchase price, and will monitor the account to ensure that such equivalent value is maintained. The Fund typically enters into dollar roll transactions to enhance the Fund's return either on an income or total return basis or to manage pre-payment risk. Dollar rolls are considered borrowings by a Fund under the 1940 Act. ILLIQUID SECURITIES. Illiquid securities are securities that cannot be disposed of within seven days in the normal course of business at the price at which they are valued. Illiquid securities may include securities that are subject to restrictions on resale because they have not been registered under the Securities Act of 1933 (the "1933 Act"). Restricted securities may, in certain circumstances, be resold pursuant to Rule 144A under the 1933 Act, and thus may or may not constitute illiquid securities. Each Fund may invest up to 15% of its net assets in securities that are illiquid. Limitations on the resale of restricted securities may have an adverse effect on their marketability, which may prevent a Fund from disposing of them promptly at reasonable prices. A Fund may have to bear the expense of registering such securities for resale, and the risk of substantial delays in effecting such registrations. RULE 144A SECURITIES. Rule 144A securities are securities which, while privately placed, are eligible for purchase and resale pursuant to Rule 144A under the 1933 Act. This Rule permits certain qualified institutional buyers, such as the Funds, to trade in privately placed securities even though such securities are not registered under the 1933 Act. AIM, under the supervision of the Board, will consider whether securities purchased under Rule 144A are illiquid and thus subject to the Funds' restriction on investment in illiquid securities. Determination of whether a Rule 144A security is liquid or not is a question of fact. In making this determination AIM will consider the trading markets for the specific security taking into account the unregistered nature of a Rule 144A security. In addition, AIM could consider the (i) frequency of trades and quotes; (ii) number of dealers and potential purchasers; (iii) dealer undertakings to make a market; and (iv) nature of the security and of market place trades (for example, the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). AIM will also monitor the liquidity of Rule 144A securities and, if as a result of changed conditions, AIM determines that a Rule 144A security is no longer liquid, AIM will review a Fund's holdings of illiquid securities to determine what, if any, action is required to assure that such Fund complies with its restriction on investment in illiquid securities. Investing in Rule 144A securities could increase the amount of each Fund's investments in illiquid securities if qualified institutional buyers are unwilling to purchase such securities. UNSEASONED ISSUERS. Investments in the equity securities of companies having less than three years' continuous operations (including operations of any predecessor) involve more risk than investments in the securities of more established companies because unseasoned issuers have only a brief operating history and may have more limited markets and financial resources. As a result, securities of unseasoned issuers tend to be more volatile than securities of more established companies. 15 Derivatives The Funds may each invest in forward currency contracts, futures contracts, options on securities, options on indices, options on currencies, and options on futures contracts to attempt to hedge against the overall level of investment and currency risk normally associated with each Fund's investments. These instruments are often referred to as "derivatives," which may be defined as financial instruments whose performance is derived, at least in part, from the performance of another asset (such as a security, currency or an index of securities). PUT AND CALL OPTIONS. A call option gives the purchaser the right to buy the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration of the option (or on a specified date if the option is a European style option), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be at the time of exercise. If the purchaser exercises the call option, the writer of a call option is obligated to sell the underlying security, contract or foreign currency. A put option gives the purchaser the right to sell the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration date of the option (or on a specified date if the option is a European style option), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be at the time of exercise. If the purchaser exercises the put option, the writer of a put option is obligated to buy the underlying security, contract or foreign currency. The premium paid to the writer is consideration for undertaking the obligations under the option contract. Until an option expires or is offset, the option is said to be "open." When an option expires or is offset, the option is said to be "closed." A Fund will not write (sell) options if, immediately after such sale, the aggregate value of securities or obligations underlying the outstanding options exceeds 20% of the Fund's total assets. A Fund will not purchase options if, at the time of the investment, the aggregate premiums paid for the options will exceed 5% of the Fund's total assets. Pursuant to federal securities rules and regulations, if a Fund writes options, it may be required to set aside assets to reduce the risks associated with using those options. This process is described in more detail below in the section "Cover." Writing Options. A Fund may write put and call options in an attempt to realize, through the receipt of premiums, a greater current return than would be realized on the underlying security, contract, or foreign currency alone. A Fund may only write a call option on a security if it owns an equal amount of such securities or securities convertible into, or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities subject to the call option. In return for the premium received for writing a call option, the Fund foregoes the opportunity for profit from a price increase in the underlying security, contract, or foreign currency above the exercise price so long as the option remains open, but retains the risk of loss should the price of the security, contract, or foreign currency decline. A Fund may write a put option without owning the underlying security if it covers the option as described in the section "Cover." A Fund may only write a put option on a security as part of an investment strategy and not for speculative purposes. In return for the premium received for writing a put option, the Fund assumes the risk that the price of the underlying security, contract, or foreign currency will decline below the exercise price, in which case the put would be exercised and the Fund would suffer a loss. If an option that a Fund has written expires, it will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying security, contract or currency during the option period. If a call option is exercised, a Fund will realize a gain or loss from the sale of the underlying security, contract or currency, which will be increased or offset by the premium received. A Fund would write a put option at an exercise price that, reduced by the premium received on the option, reflects the price it is willing to pay for the underlying security, contract or currency. The obligation imposed upon the writer of an option is terminated upon the expiration of the option, or such 16 earlier time at which a Fund effects a closing purchase transaction by purchasing an option (put or call as the case may be) identical to that previously sold. Writing call options can serve as a limited hedge because declines in the value of the hedged investment would be offset to the extent of the premium received for writing the option. Closing transactions may be effected in order to realize a profit on an outstanding call option, to prevent an underlying security, contract or currency from being called or to permit the sale of the underlying security, contract or currency. Furthermore, effecting a closing transaction will permit a Fund to write another call option on the underlying security, contract or currency with either a different exercise price or expiration date, or both. Purchasing Options. A Fund may purchase a call option for the purpose of acquiring the underlying security, contract or currency for its portfolio. The Fund is not required to own the underlying security in order to purchase a call option, and may only cover the transaction with cash, liquid assets and/or short-term debt securities. Utilized in this fashion, the purchase of call options would enable a Fund to acquire the security, contract or currency at the exercise price of the call option plus the premium paid. So long as it holds such a call option, rather than the underlying security or currency itself, the Fund is partially protected from any unexpected increase in the market price of the underlying security, contract or currency. If the market price does not exceed the exercise price, the Fund could purchase the security on the open market and could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option. Each of the Funds may also purchase call options on underlying securities, contracts or currencies against which it has written other call options. For example, where a Fund has written a call option on an underlying security, rather than entering a closing transaction of the written option, it may purchase a call option with a different exercise strike and/or expiration date that would eliminate some or all of the risk associated with the written call. Used in combinations, these strategies are commonly referred to as "call spreads." A Fund may only purchase a put option on an underlying security, contract or currency ("protective put") owned by the Fund in order to protect against an anticipated decline in the value of the security, contract or currency. Such hedge protection is provided only during the life of the put option. The premium paid for the put option and any transaction costs would reduce any profit realized when the security, contract or currency is delivered upon the exercise of the put option. Conversely, if the underlying security, contract or currency does not decline in value, the option may expire worthless and the premium paid for the protective put would be lost. A Fund may also purchase put options on underlying securities, contracts or currencies against which it has written other put options. For example, where a Fund has written a put option on an underlying security, rather than entering a closing transaction of the written option, it may purchase a put option with a different exercise price and/or expiration date that would eliminate some or all of the risk associated with the written put. Used in combinations, these strategies are commonly referred to as "put spreads." Likewise, a Fund may write call options on underlying securities, contracts or currencies against which it has purchased protective put options. This strategy is commonly referred to as a "collar." Over-The-Counter Options. Options may be either listed on an exchange or traded in over-the-counter ("OTC") markets. Listed options are third-party contracts (i.e., performance of the obligations of the purchaser and seller is guaranteed by the exchange or clearing corporation) and have standardized strike prices and expiration dates. OTC options are two-party contracts with negotiated strike prices and expiration dates. A Fund will not purchase an OTC option unless it believes that daily valuations for such options are readily obtainable. OTC options differ from exchange-traded options in that OTC options are transacted with dealers directly and not through a clearing corporation (which guarantees performance). Consequently, there is a risk of non-performance by the dealer. Since no exchange is involved, OTC options are valued on the basis of an average of the last bid prices obtained from dealers, unless a quotation from only one dealer is available, in which case only that dealer's price will be used. In the case of OTC options, there can be no assurance that a liquid secondary market will exist for any particular option at any specific time. Because purchased OTC options in certain cases may be difficult to dispose of in a timely manner, the Fund may be required to treat some or all of these options (i.e., the market value) as illiquid securities. Although a Fund will enter into OTC options only with 17 dealers that are expected to be capable of entering into closing transactions with it, there is no assurance that the Fund will in fact be able to close out an OTC option position at a favorable price prior to expiration. In the event of insolvency of the dealer, a Fund might be unable to close out an OTC option position at any time prior to its expiration. Index Options. Index options (or options on securities indices) are similar in many respects to options on securities, except that an index option gives the holder the right to receive, upon exercise, cash instead of securities, if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. The amount of cash is equal to the difference between the closing price of the index and the exercise price of the call or put times a specified multiple (the "multiplier"), which determines the total dollar value for each point of such difference. The risks of investment in index options may be greater than options on securities. Because index options are settled in cash, when a Fund writes a call on an index it cannot provide in advance for its potential settlement obligations by acquiring and holding the underlying securities. A Fund can offset some of the risk of writing a call index option position by holding a diversified portfolio of securities similar to those on which the underlying index is based. However, the Fund cannot, as a practical matter, acquire and hold a portfolio containing exactly the same securities as underlie the index and, as a result, bears a risk that the value of the securities held will not be perfectly correlated with the value of the index. Pursuant to federal securities rules and regulations, if a Fund writes index options, it may be required to set aside assets to reduce the risks associated with writing those options. This process is described in more detail below in the section "Cover". STRADDLES. The Funds, for hedging purposes, may write straddles (combinations of put and call options on the same underlying security) to adjust the risk and return characteristics of the Funds' overall position. A possible combined position would involve writing a covered call option at one strike price and buying a call option at a lower price, in order to reduce the risk of the written covered call option in the event of a substantial price increase. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out. WARRANTS. Warrants are, in effect, longer-term call options. They give the holder the right to purchase a given number of shares of a particular company at specified prices within certain periods of time. The purchaser of a warrant expects that the market price of the security will exceed the purchase price of the warrant plus the exercise price of the warrant, thus giving him a profit. Since the market price may never exceed the exercise price before the expiration date of the warrant, the purchaser of the warrant risks the loss of the entire purchase price of the warrant. Warrants generally trade in the open market and may be sold rather than exercised. Warrants are sometimes sold in unit form with other securities of an issuer. Units of warrants and common stock may be employed in financing young, unseasoned companies. The purchase price of a warrant varies with the exercise price of the warrant, the current market value of the underlying security, the life of the warrant and various other investment factors. FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. A Futures Contract is a two party agreement to buy or sell a specified amount of a specified security or currency (or delivery of a cash settlement price, in the case of an index future) for a specified price at a designated date, time and place (collectively, "Futures Contracts"). A stock index Futures Contract provides for the delivery, at a designated date, time and place, of an amount of cash equal to a specified dollar amount times the difference between the stock index value at the close of trading on the contract and the price agreed upon in the Futures Contract; no physical delivery of stocks comprising the index is made. Brokerage fees are incurred when a Futures Contract is bought or sold, and margin deposits must be maintained at all times when a Futures Contract is outstanding. A Fund will enter into Futures Contracts for hedging purposes only; that is, Futures Contracts will be sold to protect against a decline in the price of securities or currencies that the Fund owns, or Futures 18 Contracts will be purchased to protect the Fund against an increase in the price of securities or currencies it has committed to purchase or expects to purchase. A Fund's hedging may include sales of Futures Contracts as an offset against the effect of expected increases in interest rates, and decreases in currency exchange rates and stock prices, and purchases of Futures Contracts as an offset against the effect of expected declines in interest rates, and increases in currency exchange rates or stock prices. The Funds currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities. The Funds will only enter into Futures Contracts that are traded (either domestically or internationally) on futures exchanges and are standardized as to maturity date and underlying financial instrument. Futures exchanges and trading thereon in the United States are regulated under the Commodity Exchange Act and by the Commodity Futures Trading Commission ("CFTC"). Foreign futures exchanges and trading thereon are not regulated by the CFTC and are not subject to the same regulatory controls. For a further discussion of the risks associated with investments in foreign securities, see "Foreign Investments" in this Statement of Additional Information. The Trust, on behalf of each Fund, has claimed an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act and, therefore, is not subject to registration or regulation as a pool operator under that act with respect to the Funds. Pursuant to federal securities rules and regulations, a Fund's use of Futures Contracts and options on Futures Contracts may require that Fund to set aside assets to reduce the risks associated with using Futures Contracts and options on Futures Contracts. This process is described in more detail below in the section "Cover." Closing out an open Futures Contract is effected by entering into an offsetting Futures Contract for the same aggregate amount of the identical financial instrument or currency and the same delivery date. There can be no assurance, however, that a Fund will be able to enter into an offsetting transaction with respect to a particular Futures Contract at a particular time. If a Fund is not able to enter into an offsetting transaction, it will continue to be required to maintain the margin deposits on the Futures Contract. "Margin" with respect to Futures Contracts is the amount of funds that must be deposited by a Fund in order to initiate Futures Contracts trading and maintain its open positions in Futures Contracts. A margin deposit made when the Futures Contract is entered ("initial margin") is intended to ensure the Fund's performance under the Futures Contract. The margin required for a particular Futures Contract is set by the exchange on which the Futures Contract is traded and may be significantly modified from time to time by the exchange during the term of the Futures Contract. Subsequent payments, called "variation margin," received from or paid to the futures commission merchant through which a Fund entered into the Futures Contract will be made on a daily basis as the price of the underlying security, currency or index fluctuates making the Futures Contract more or less valuable, a process known as marking-to-market. If a Fund were unable to liquidate a Futures Contract or an option on a Futures Contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments and might be required to maintain the position being hedged by the Futures Contract or option or to maintain cash or securities in a segregated account. Options on Futures Contracts. Options on Futures Contracts are similar to options on securities or currencies except that options on Futures Contracts give the purchaser the right, in return for the premium paid, to assume a position in a Futures Contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the 19 option. Upon exercise of the option, the delivery of the Futures Contract position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer's Futures Contract margin account. The Funds currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities. FORWARD CURRENCY CONTRACTS. A forward currency contract is an obligation, usually arranged with a commercial bank or other currency dealer, to purchase or sell a currency against another currency at a future date and price as agreed upon by the parties. A Fund either may accept or make delivery of the currency at the maturity of the forward currency contract. A Fund may also, if its contra party agrees prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting contract. Forward currency contracts are traded over-the-counter, and not on organized commodities or securities exchanges. As a result, it may be more difficult to value such contracts, and it may be difficult to enter into closing transactions. Each of the Funds may engage in forward currency transactions in anticipation of, or to protect itself against, fluctuations in exchange rates. A Fund may enter into forward currency contracts with respect to a specific purchase or sale of a security, or with respect to its portfolio positions generally. When a Fund purchases a security denominated in a foreign currency for settlement in the near future, it may immediately purchase in the forward market the currency needed to pay for and settle the purchase. By entering into a forward currency contract with respect to the specific purchase or sale of a security denominated in a foreign currency, the Fund can secure an exchange rate between the trade and settlement dates for that purchase or sale transaction. This practice is sometimes referred to as "transaction hedging." Position hedging is the purchase or sale of foreign currency with respect to portfolio security positions denominated or quoted in a foreign currency. The cost to a Fund of engaging in forward currency contracts varies with factors such as the currencies involved, the length of the contract period and the market conditions then prevailing. Because forward currency contracts are usually entered into on a principal basis, no fees or commissions are involved. The use of forward currency contracts does not eliminate fluctuations in the prices of the underlying securities a Fund owns or intends to acquire, but it does establish a rate of exchange in advance. In addition, while forward currency contract sales limit the risk of loss due to a decline in the value of the hedged currencies, they also limit any potential gain that might result should the value of the currencies increase. Pursuant to federal securities rules and regulations, a Fund's use of forward currency contracts may require that Fund to set aside assets to reduce the risks associated with using forward currency contracts. This process is described in more detail below in the section "Cover." COVER. Transactions using forward currency contracts, futures contracts and options (other than options purchased by a Fund) expose a Fund to an obligation to another party. A Fund will not enter into any such transactions unless, in addition to complying with all the restrictions noted in the disclosure above, it owns either (1) an offsetting ("covered") position in securities, currencies, or other options, forward currency contracts or futures contracts or (2) cash, liquid assets and/or short-term debt securities with a value sufficient at all times to cover its potential obligations not covered as provided in (1) above. Each Fund will comply with SEC guidelines regarding cover for these instruments and, if the guidelines so require, set aside cash or liquid securities. To the extent that a futures contract, forward currency contract or option is deemed to be illiquid, the assets used to "cover" a Fund's obligation will also be treated as illiquid for purposes of determining the Fund's maximum allowable investment in illiquid securities. Even though options purchased by the Funds do not expose the Funds to an obligation to another party, but rather provide the Funds with a right to exercise, the Funds intend to "cover" the cost of any such exercise. To the extent that a purchased option is deemed illiquid, a Fund will treat the market value of the option (i.e., the amount at risk to the Fund) as illiquid, but will not treat the assets used as cover on such transactions as illiquid. 20 Assets used as cover cannot be sold while the position in the corresponding forward currency contract, futures contract or option is open, unless they are replaced with other appropriate assets. If a large portion of a Fund's assets is used for cover or otherwise set aside, it could affect portfolio management or the Fund's ability to meet redemption requests or other current obligations. GENERAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES. The use by the Funds of options, futures contracts and forward currency contracts involves special considerations and risks, as described below. Risks pertaining to particular strategies are described in the sections that follow. (1) Successful use of hedging transactions depends upon AIM's ability to correctly predict the direction of changes in the value of the applicable markets and securities, contracts and/or currencies. While AIM is experienced in the use of these instruments, there can be no assurance that any particular hedging strategy will succeed. (2) There might be imperfect correlation, or even no correlation, between the price movements of an instrument (such as an option contract) and the price movements of the investments being hedged. For example, if a "protective put" is used to hedge a potential decline in a security and the security does decline in price, the put option's increased value may not completely offset the loss in the underlying security. Such a lack of correlation might occur due to factors unrelated to the value of the investments being hedged, such as changing interest rates, market liquidity, and speculative or other pressures on the markets in which the hedging instrument is traded. (3) Hedging strategies, if successful, can reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies can also reduce opportunity for gain by offsetting the positive effect of favorable price movements in the hedged investments. (4) There is no assurance that a liquid secondary market will exist for any particular option, futures contract or option thereon or forward currency contract at any particular time. (5) As described above, a Fund might be required to maintain assets as "cover," maintain segregated accounts or make margin payments when it takes positions in instruments involving obligations to third parties. If a Fund were unable to close out its positions in such instruments, it might be required to continue to maintain such assets or accounts or make such payments until the position expired or matured. The requirements might impair a Fund's ability to sell a portfolio security or make an investment at a time when it would otherwise be favorable to do so, or require that the Fund sell a portfolio security at a disadvantageous time. (6) There is no assurance that a Fund will use hedging transactions. For example, if a Fund determines that the cost of hedging will exceed the potential benefit to the Fund, the Fund will not enter into such transaction. Additional Securities or Investment Techniques MASTER LIMITED PARTNERSHIPS ("MLPS"). AIM Diversified Dividend Fund may invest in MLPs. MLPs are securities through which the operating results of businesses are passed on to unitholders of MLPs. Operating earnings flow directly to the unitholders in the form of cash distributions. Although the characteristics of MLPs closely resemble a traditional limited partnership, a major difference is that MLPs may trade on a public exchange or in the over-the-counter market. The ability to trade on a public exchange or in the over-the-counter market provides a certain amount of liquidity not found in many limited partnership investments. INVESTMENTS IN ENTITIES WITH RELATIONSHIPS WITH THE FUNDS/ADVISOR. Each Fund may invest in securities issued, sponsored or guaranteed by the following types of entities or their affiliates: (i) entities that sell shares of the AIM Funds; (ii) entities that rate or rank the AIM Funds; (iii) exchanges on which the AIM Funds buy or sell securities; and (iv) entities that provide services to the AIM Funds (e.g., custodian 21 banks). The Funds will decide whether to invest in or sell securities issued by these entities based on the merits of the specific investment opportunity. FUND POLICIES FUNDAMENTAL RESTRICTIONS. Each Fund is subject to the following investment restrictions, which may be changed only by a vote of such Fund's outstanding shares. Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of the Fund's shares present at a meeting if the holders of more than 50% of the outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the Fund's outstanding shares. Any investment restriction that involves a maximum or minimum percentage of securities or assets (other than with respect to borrowing) shall not be considered to be violated unless an excess over or a deficiency under the percentage occurs immediately after, and is caused by, an acquisition or disposition of securities or utilization of assets by the Fund. (1) The Fund is a "diversified company" as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the "1940 Act Laws and Interpretations") or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the "1940 Act Laws, Interpretations and Exemptions"). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions. (2) The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions. (3) The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. (4) The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund's investments in (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security. (5) The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. (6) The Fund may not purchase physical commodities or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. (7) The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including assignments and participation interests. 22 (8) The Fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies and restrictions as the Fund. The investment restrictions set forth above provide each of the Funds with the ability to operate under new interpretations of the 1940 Act or pursuant to exemptive relief from the SEC without receiving prior shareholder approval of the change. Even though each of the Funds has this flexibility, the Board has adopted non-fundamental restrictions for each of the Funds relating to certain of these restrictions which AIM must follow in managing the Funds. Any changes to these non-fundamental restrictions, which are set forth below, require the approval of the Board. NON-FUNDAMENTAL RESTRICTIONS. The following non-fundamental investment restrictions apply to each of the Funds. They may be changed for any Fund without approval of that Fund's voting securities. (1) In complying with the fundamental restriction regarding issuer diversification, the Fund will not, with respect to 75% of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities and securities issued by other investment companies), if, as a result, (i) more than 5% of the Fund's total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. The Fund may purchase securities of other investment companies as permitted by the 1940 Act Laws, Interpretations and Exemptions. (2) In complying with the fundamental restriction regarding borrowing money and issuing senior securities, the Fund may borrow money in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings). The Fund may borrow from banks, broker-dealers or an AIM Fund. Other than AIM Constellation Fund, the Fund may not borrow for leveraging, but may borrow for temporary or emergency purposes, in anticipation of or in response to adverse market conditions, or for cash management purposes. AIM Constellation Fund may not purchase additional securities when any borrowings from an AIM Advised Fund are outstanding. Each other Fund may not purchase additional securities when any borrowings from banks exceed 5% of the Fund's total assets or when any borrowings from an AIM Fund are outstanding. (3) In complying with the fundamental restriction regarding industry concentration, the Fund may invest up to 25% of its total assets in the securities of issuers whose principal business activities are in the same industry. (4) In complying with the fundamental restriction with regard to making loans, the Fund may lend up to 33 1/3% of its total assets and may lend money to an AIM Fund, on such terms and conditions as the SEC may require in an exemptive order. (5) Notwithstanding the fundamental restriction with regard to investing all assets in an open-end fund, the Fund may not invest all of its assets in the securities of a single open-end management investment company with the same fundamental investment objectives, policies and restrictions as the Fund. (6) Notwithstanding the fundamental restriction with regard to engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities, the Fund currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities. (7) The Fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act. 23 ADDITIONAL NON-FUNDAMENTAL POLICIES. As non-fundamental policies: (1) AIM Large Cap Basic Value Fund normally invests at least 80% of its assets in securities of large-capitalization companies that offer potential for capital growth, and may offer potential for current income. For purposes of the foregoing sentence, "assets" means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions. (2) AIM Large Cap Growth Fund normally invests at least 80% of its assets in securities of large-capitalization companies. For purposes of the foregoing sentence, "assets" means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions. (3) AIM Diversified Dividend Fund normally invests at least 80% of its assets in dividend-paying equity securities. For purposes of the foregoing sentence, "assets" means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions. (4) The amount AIM Constellation Fund may borrow will also be limited by the applicable margin limitations imposed by the Federal Reserve Board. If at any time the value of AIM Constellation Fund's assets should fail to meet the 300% asset coverage requirement, the Fund will, within three days, reduce its borrowings to the extent necessary. AIM Constellation Fund may be required to eliminate partially or totally its outstanding borrowings at times when it may not be desirable for it to do so. Any investment gains made by AIM Constellation Fund with the borrowed monies in excess of interest paid by the Fund will cause the net asset value of AIM Constellation Fund's shares to rise faster than would otherwise be the case. On the other hand, if the investment performance of the additional securities purchased with the proceeds of such borrowings fails to cover the interest paid on the money borrowed by AIM Constellation Fund, the net asset value of AIM Constellation Fund will decrease faster than would otherwise be the case. This speculative factor is known as "leveraging." TEMPORARY DEFENSIVE POSITIONS In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the Funds may temporarily hold all or a portion of their assets in cash, cash equivalents or high-quality debt instruments. Each of the Funds may also invest up to 25% of its total assets in Affiliated Money Market Funds for these purposes. PORTFOLIO TURNOVER The variation in the portfolio turnover rate for AIM Constellation Fund for the fiscal year ended 2006 as compared to fiscal year ended 2005 was a result of changes made to the portfolio following the acquisition of the assets of AIM Aggressive Growth Fund and AIM Weingarten Fund on March 27, 2006. The variation in the portfolio turnover rate for AIM Large Cap Growth Fund for the fiscal year ended 2006 as compared to the fiscal year ended 2005 was a result of the acquisition of the assets of AIM Blue Chip Fund on March 27, 2006. POLICIES AND PROCEDURES FOR DISCLOSURE OF FUND HOLDINGS The Board has adopted policies and procedures with respect to the disclosure of the Funds' portfolio holdings (the "Holdings Disclosure Policy"). AIM and the Board may amend the Holdings Disclosure Policy at any time without prior notice. Details of the Holdings Disclosure Policy and a description of the basis on which employees of AIM and its affiliates may release information about portfolio securities in certain contexts are provided below. 24 PUBLIC RELEASE OF PORTFOLIO HOLDINGS. The Funds disclose the following portfolio holdings information on http://www.aiminvestments.com(1):
APPROXIMATE DATE OF INFORMATION REMAINS POSTED ON INFORMATION WEBSITE POSTING WEBSITE ----------- ----------------------- ----------------------------- Top ten holdings as of month-end 15 days after month-end Until replaced with the following month's top ten holdings Select holdings included in the 29 days after calendar Until replaced with the Fund's Quarterly Performance quarter-end following quarter's Quarterly Update Performance Update Complete portfolio holdings as of 30 days after calendar For one year calendar quarter-end quarter-end Complete portfolio holdings as of 60-70 days after fiscal For one year fiscal quarter-end quarter-end
These holdings are listed along with the percentage of the Fund's net assets they represent. Generally, employees of AIM and its affiliates may not disclose such portfolio holdings until one day after they have been posted on http://www.aiminvestments.com. You may also obtain the publicly available portfolio holdings information described above by contacting us at 1-800-959-4246. SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS PURSUANT TO NON-DISCLOSURE AGREEMENT. Employees of AIM and its affiliates may disclose non-public full portfolio holdings on a selective basis only if the Internal Compliance Controls Committee (the "ICCC") of A I M Management Group Inc. ("AIM Management") approves the parties to whom disclosure of non-public full portfolio holdings will be made. The ICCC must determine that the proposed selective disclosure will be made for legitimate business purposes of the applicable Fund and address any perceived conflicts of interest between shareholders of such Fund and AIM or its affiliates as part of granting its approval. The Board exercises continuing oversight of the disclosure of Fund portfolio holdings by (1) overseeing the implementation and enforcement of the Holdings Disclosure Policy and the AIM Funds Code of Ethics by the Chief Compliance Officer (or his designee) of AIM and the AIM Funds and (2) considering reports and recommendations by the Chief Compliance Officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended) that may arise in connection with the Holdings Disclosure Policy. Pursuant to the Holdings Disclosure Policy, the Board reviews the types of situations in which AIM provides selective disclosure and approves situations involving perceived conflicts of interest between shareholders of the applicable Fund and AIM or its affiliates brought to the Board's attention by AIM. AIM discloses non-public full portfolio holdings information to the following persons in connection with the day-to-day operations and management of the AIM Funds: - Attorneys and accountants; - Securities lending agents; - Lenders to the AIM Funds; - Rating and rankings agencies; - Persons assisting in the voting of proxies; - AIM Funds' custodians; - The AIM Funds' transfer agent(s) (in the event of a redemption in kind); - ---------- (1) To locate the Fund's portfolio holdings information on http://www.aiminvestments.com, click on the Products and Performance tab, then click on the Mutual Funds link, then click on the Fund Overview link and select the Fund from the drop down menu. Links to the Fund's portfolio holdings are located in the upper right side of this website page. 25 - Pricing services, market makers, or other persons who provide systems or software support in connection with AIM Funds' operations (to determine the price of securities held by an AIM Fund); - Financial printers; - Brokers identified by the AIM Funds' portfolio management team who provide execution and research services to the team; and - Analysts hired to perform research and analysis to the AIM Funds' portfolio management team. In many cases, AIM will disclose current portfolio holdings on a daily basis to these persons. In these situations, AIM has entered into non-disclosure agreements which provide that the recipient of the portfolio holdings will maintain the confidentiality of such portfolio holdings and will not trade on such information ("Non-disclosure Agreements"). Please refer to Appendix B for a list of examples of persons to whom AIM provides non-public portfolio holdings on an ongoing basis. AIM will also disclose non-public portfolio holdings information if such disclosure is required by applicable laws, rules or regulations, or by regulatory authorities having jurisdiction over AIM and its affiliates or the Funds. The Holdings Disclosure Policy provides that AIM will not request, receive or accept any compensation (including compensation in the form of the maintenance of assets in any Fund or other mutual fund or account managed by AIM or one of its affiliates) for the selective disclosure of portfolio holdings information. DISCLOSURE OF CERTAIN PORTFOLIO HOLDINGS AND RELATED INFORMATION WITHOUT NON-DISCLOSURE AGREEMENT. AIM and its affiliates that provide services to the Funds, and the Funds' subadvisors, if applicable, and each of their employees may receive or have access to portfolio holdings as part of the day to day operations of the Funds. From time to time, employees of AIM and its affiliates may express their views orally or in writing on one or more of the Funds' portfolio securities or may state that a Fund has recently purchased or sold, or continues to own, one or more securities. The securities subject to these views and statements may be ones that were purchased or sold since a Fund's most recent quarter-end and therefore may not be reflected on the list of the Fund's most recent quarter-end portfolio holdings disclosed on the website. Such views and statements may be made to various persons, including members of the press, brokers and other financial intermediaries that sell shares of the Funds, shareholders in the applicable Fund, persons considering investing in the applicable Fund or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers, and other entities for which AIM or its affiliates provides or may provide investment advisory services. The nature and content of the views and statements provided to each of these persons may differ. From time to time, employees of AIM and its affiliates also may provide oral or written information ("portfolio commentary") about a Fund, including, but not limited to, how the Fund's investments are divided among various sectors, industries, countries, investment styles and capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond maturities, bond coupons and bond credit quality ratings. This portfolio commentary may also include information on how these various weightings and factors contributed to Fund performance. AIM may also provide oral or written information ("statistical information") about various financial characteristics of a Fund or its underlying portfolio securities including, but not limited to, alpha, beta, R-squared, coefficient of determination, duration, maturity, information ratio, sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical information about a Fund may be based on the Fund's portfolio as of the most recent quarter-end or the end of some other interim period, such as month-end. The portfolio commentary and statistical information may be provided 26 to various persons, including those described in the preceding paragraph. The nature and content of the information provided to each of these persons may differ. DISCLOSURE OF PORTFOLIO HOLDINGS BY TRADERS. Additionally, employees of AIM and its affiliates may disclose one or more of the portfolio securities of a Fund when purchasing and selling securities through broker-dealers, requesting bids on securities, obtaining price quotations on securities, or in connection with litigation involving the Funds' portfolio securities. AIM does not enter into formal Non-disclosure Agreements in connection with these situations; however, the Funds would not continue to conduct business with a person who AIM believed was misusing the disclosed information. DISCLOSURE OF PORTFOLIO HOLDINGS OF OTHER AIM-MANAGED PRODUCTS. AIM and its affiliates manage products sponsored by companies other than AIM, including investment companies, offshore funds, and separate accounts. In many cases, these other products are managed in a similar fashion to certain AIM Funds (as defined herein) and thus have similar portfolio holdings. The sponsors of these other products managed by AIM and its affiliates may disclose the portfolio holdings of their products at different times than AIM discloses portfolio holdings for the AIM Funds. AIM provides portfolio holdings information for portfolios of AIM Variable Insurance Funds (the "Insurance Funds") to insurance companies whose variable annuity and variable life insurance accounts invest in the Insurance Funds ("Insurance Companies"). AIM may disclose portfolio holdings information for the Insurance Funds to Insurance Companies with which AIM has entered into Non-disclosure Agreements up to five days prior to the scheduled dates for AIM's disclosure of similar portfolio holdings information for other AIM Funds on http://www.aiminvestments.com. AIM provides portfolio holdings information for the Insurance Funds to such Insurance Companies to allow them to disclose this information on their websites at approximately the same time that AIM discloses portfolio holdings information for the other AIM Funds on its website. AIM manages the Insurance Funds in a similar fashion to certain other AIM Funds and thus the Insurance Funds and such other AIM Funds have similar portfolio holdings. AIM does not disclose the portfolio holdings information for the Insurance Funds on its website, and not all Insurance Companies disclose this information on their websites. MANAGEMENT OF THE TRUST BOARD OF TRUSTEES The Trustees have the authority to take all actions necessary in connection with the business affairs of the Trust. The Trustees, among other things, approve the investment objectives, policies and procedures for the Funds. The Trust enters into agreements with various entities to manage the day-to-day operations of the Funds, including the Funds' investment advisers, administrator, transfer agent, distributor and custodians. The Trustees are responsible for selecting these service providers, and approving the terms of their contracts with the Funds. On an ongoing basis, the Trustees exercise general oversight of these service providers. Certain trustees and officers of the Trust are affiliated with AIM and A I M Management, the parent corporation of AIM. All of the Trust's executive officers hold similar offices with some or all of the other AIM Funds. MANAGEMENT INFORMATION The trustees and officers of the Trust, their principal occupations during the last five years and certain other information concerning them are set forth in Appendix C. The standing committees of the Board are the Audit Committee, the Compliance Committee, the Governance Committee, the Investments Committee, the Valuation Committee and the Special Market Timing Litigation Committee (the "Committees). 27 The members of the Audit Committee are James T. Bunch, Lewis F. Pennock, Dr. Larry Soll, Raymond Stickel, Jr. (Chair), Dr. Prema Mathai-Davis and Ruth H. Quigley (Vice Chair). The Audit Committee's primary purposes are to: (i) assist the Board in oversight of the independent registered public accountant's qualifications, independence and performance; (ii) appoint independent registered public accountants for the Funds; (iii) pre-approve all permissible audit and non-audit services that are provided to Funds by their independent registered public accountants to the extent required by Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve, in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the Funds' independent registered public accountants to the Funds' investment adviser and certain other affiliated entities; (v) oversee the financial reporting process for the Funds; (vi) prepare an audit committee report for inclusion in any proxy statement issued by a Fund to the extent required by Regulation 14A under the Exchange Act,; (vii) assist the Board's oversight of the performance of the Funds' internal audit function to the extent an internal audit function exists; (viii) assist the Board's oversight of the integrity of the Funds' financial statements; and (ix) assist the Board's oversight of the Funds' compliance with legal and regulatory requirements. During the fiscal year ended October 31, 2006, the Audit Committee held six meetings. The members of the Compliance Committee are Frank S. Bayley, Bruce L. Crockett (Chair), Albert R. Dowden (Vice Chair) and Mr. Stickel. The Compliance Committee is responsible for: (i) recommending to the Board and the independent trustees the appointment, compensation and removal of the Funds' Chief Compliance Officer; (ii) recommending to the independent trustees the appointment, compensation and removal of the Funds' Senior Officer appointed pursuant to the terms of the Assurances of Discontinuance entered into by the New York Attorney General, AIM and INVESCO Funds Group, Inc. ("IFG"); (iii) recommending to the independent trustees the appointment and removal of AIM's independent Compliance Consultant (the "Compliance Consultant") and reviewing the report prepared by the Compliance Consultant upon its compliance review of AIM (the "Report") and any objections made by AIM with respect to the Report; (iv) reviewing any report prepared by a third party who is not an interested person of AIM, upon the conclusion by such third party of a compliance review of AIM; (v) reviewing all reports on compliance matters from the Funds' Chief Compliance Officer, (vi) reviewing all recommendations made by the Senior Officer regarding AIM's compliance procedures, (vii) reviewing all reports from the Senior Officer of any violations of state and federal securities laws, the Colorado Consumer Protection Act, or breaches of AIM's fiduciary duties to Fund shareholders and of AIM's Code of Ethics; (viii) overseeing all of the compliance policies and procedures of the Funds and their service providers adopted pursuant to Rule 38a-1 of the 1940 Act; (ix) from time to time, reviewing certain matters related to redemption fee waivers and recommending to the Board whether or not to approve such matters; (x) receiving and reviewing quarterly reports on the activities of AIM's Internal Compliance Controls Committee; (xi) reviewing all reports made by AIM's Chief Compliance Officer; (xii) reviewing and recommending to the independent trustees whether to approve procedures to investigate matters brought to the attention of AIM's ombudsman; (xiii) risk management oversight with respect to the Funds and, in connection therewith, receiving and overseeing risk management reports from AMVESCAP PLC that are applicable to the Funds or their service providers; and (xiv) overseeing potential conflicts of interest that are reported to the Compliance Committee by AIM, the Chief Compliance Officer, the Senior Officer and/or the Compliance Consultant. During the fiscal year ended October 31, 2006, the Compliance Committee held six meetings. The members of the Governance Committee are Messrs. Bob R. Baker, Bayley, Crockett, Dowden (Chair), and Jack M. Fields (Vice Chair). The Governance Committee is responsible for: (i) nominating persons who will qualify as independent trustees for (a) election as trustees in connection with meetings of shareholders of the Funds that are called to vote on the election of trustees, (b) appointment by the Board as trustees in connection with filling vacancies that arise in between meetings of shareholders; (ii) reviewing the size of the Board, and recommending to the Board whether the size of the Board shall be increased or decreased; (iii) nominating the Chair of the Board; (iv) monitoring the composition of the Board and each committee of the Board, and monitoring the qualifications of all trustees; (v) recommending persons to serve as members of each committee of the Board (other than the Compliance Committee), as well as persons who shall serve as the chair and vice chair of each such committee; (vi) reviewing and recommending the amount of compensation payable to the independent trustees; (vii) overseeing the selection of independent legal counsel to the independent 28 trustees; (viii) reviewing and approving the compensation paid to independent legal counsel to the independent trustees; (ix) reviewing and approving the compensation paid to counsel and other advisers, if any, to the Committees of the Board; and (x) reviewing as they deem appropriate administrative and/or logistical matters pertaining to the operations of the Board. The Governance Committee will consider nominees recommended by a shareholder to serve as trustees, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which trustees will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. During the fiscal year ended October 31, 2006, the Governance Committee held eight meetings. Notice procedures set forth in the Trust's bylaws require that any shareholder of the Fund desiring to nominate a trustee for election at a shareholder meeting must submit to the 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 members of the Investments Committee are Messrs. Baker (Vice Chair), Bayley (Chair), Bunch, Crockett, Dowden, Fields, Carl Frischling, Robert H. Graham, Pennock, Soll, Stickel and Philip A. Taylorand Dr. Mathai-Davis (Vice Chair) and Miss Quigley (Vice Chair). The Investments Committee's primary purposes are to: (i) assist the Board in its oversight of the investment management services provided by AIM as well as any sub-advisers; and (ii) review all proposed and existing advisory, sub-advisory and distribution arrangements for the Funds, and to recommend what action the full Boards and the independent trustees take regarding the approval of all such proposed arrangements and the continuance of all such existing arrangements. During the fiscal year ended October 31, 2006, the Investments Committee held six meetings. The Investments Committee has established three Sub-Committees. The Sub-Committees are responsible for: (i) reviewing the performance, fees and expenses of the Funds that have been assigned to a particular Sub-Committee (for each Sub-Committee, the "Designated Funds"), unless the Investments Committee takes such action directly; (ii) reviewing with the applicable portfolio managers from time to time the investment objective(s), policies, strategies and limitations of the Designated Funds; (iii) evaluating the investment advisory, sub-advisory and distribution arrangements in effect or proposed for the Designated Funds, unless the Investments Committee takes such action directly; (iv) being familiar with the registration statements and periodic shareholder reports applicable to their Designated Funds; and (v) such other investment-related matters as the Investments Committee may delegate to the Sub-Committee from time to time. The members of the Valuation Committee are Messrs. Bunch, Pennock (Vice Chair), Soll, Taylor and Miss Quigley (Chair). The Valuation Committee is responsible for: (i) developing a sufficient knowledge of the valuation process and of AIM's Procedures for Valuing Securities (Pricing Procedures) (the "Pricing Procedures") in order to carry out their responsibilities; (ii) periodically reviewing information provided by AIM or other advisers regarding industry developments in connection with valuation and pricing, and making recommendations to the Board with respect to the Pricing Procedures based upon such review; (iii) reviewing the reports described in the Pricing Procedures and other information from AIM regarding fair value determinations made pursuant to the Pricing Procedures by AIM's internal valuation committee, and reporting to and making recommendations to the Board in connection with such reports; (iv) receiving the reports of AIM's internal valuation committee requesting approval of any changes to pricing vendors or pricing methodologies as required by the Pricing Procedures, receiving the annual report of AIM evaluating the pricing vendors, and approving changes to pricing vendors and pricing methodologies as provided in the Pricing Procedures and recommending the pricing vendors for approval by the Board annually; (v) upon request of AIM, assisting AIM's internal valuation committee and/or the Board in resolving particular fair valuation issues; (vi) receiving any reports of concerns by AIM's internal valuation committee regarding actual or potential conflicts of interest by investment 29 personnel or others that could color their input or recommendations regarding pricing issues, and receiving information from AIM disclosing differences between valuation and pricing procedures used for the Funds and private funds, if any, advised by AIM for which AIM Fund Administration has exclusive accounting responsibility, and the reasons for such differences; and (vii) in each of the foregoing areas, making regular reports to the Board. During the fiscal year ended October 31, 2006, the Valuation Committee held six meetings. The members of the Special Market Timing Litigation Committee are Messrs. Bayley, Bunch (Chair) Crockett and Dowden (Vice Chair). The Special Market Timing Litigation Committee is responsible: (i) for receiving reports from time to time from management, counsel for management, counsel for the AIM Funds and special counsel for the independent trustees, as applicable, related to (a) the civil lawsuits, including purported class action and shareholder derivative suits, that have been filed against the AIM Funds concerning alleged excessive short term trading in shares of the AIM Funds ("market timing") and (b) the civil enforcement actions and investigations related to market timing activity in the AIM Funds that were settled with certain regulators, including without limitation the SEC, the New York Attorney General and the Colorado Attorney General, and for recommending to the independent trustees what actions, if any, should be taken by the AIM Funds in light of all such reports; (ii) for overseeing the investigation(s) on behalf of the independent trustees by special counsel for the independent trustees and the independent trustees' financial expert of market timing activity in the AIM Funds, and for recommending to the independent trustees what actions, if any, should be taken by the AIM Funds in light of the results of such investigation(s); (iii) for (a) reviewing the methodology developed by AIM's Independent Distribution Consultant (the "Distribution Consultant") for the monies ordered to be paid under the settlement order with the SEC, and making recommendations to the independent trustees as to the acceptability of such methodology and (b) recommending to the independent trustees whether to consent to any firm with which the Distribution Consultant is affiliated entering into any employment, consultant, attorney-client, auditing or other professional relationship with AIM, or any of its present or former affiliates, directors, officers, employees or agents acting in their capacity as such for the period of the Distribution Consultant's engagement and for a period of two years after the engagement; and (iv) for taking reasonable steps to ensure that any AIM Fund which the Special Market Timing Litigation Committee determines was harmed by improper market timing activity receives what the Special Market Timing Litigation Committee deems to be full restitution. During the fiscal year ended October 31, 2006, the Special Market Timing Litigation Committee held one meeting. Trustee Ownership of Fund Shares The dollar range of equity securities beneficially owned by each trustee (i) in the Funds and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the AIM Funds complex is set forth in Appendix C. 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 trustee of other AIM Funds. Each such trustee receives a fee, allocated among the AIM Funds for which he or she serves as a trustee, which consists of an annual retainer component and a meeting fee component. The Chair of the Board and Chairs and Vice Chairs of certain committees receive additional compensation for their services. Information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM during the year ended December 31, 2006 is found in Appendix D. Retirement Plan For Trustees The trustees have adopted a retirement plan for the trustees of the Trust who are not affiliated with AIM. 30 The trustees have also adopted a retirement policy that permits each non-AIM-affiliated trustee to serve until December 31 of the year in which the trustee turns 72. A majority of the trustees may extend from time to time the retirement date of a trustee. Annual retirement benefits are available to each non-AIM-affiliated trustee of the Trust 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. Effective January 1, 2006, for retirements after December 31, 2005, the retirement benefits will equal 75% of the trustee's annual retainer paid to or accrued by any Covered Fund for 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 amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the trustee or deferred. The annual retirement benefit is payable in quarterly installments for a number of years equal to the lesser of (i) sixteen years or (ii) the number of such trustee's credited years of service. If a trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased trustee's designated beneficiary for the same length of time that the trustee would have received the payments, based on his or her service. A trustee must have attained the age of 65 (60 in the event of death or disability) to receive any retirement benefit. A trustee may make an irrevocable election to commence payment of retirement benefits upon retirement from the Board before age 72; in such a case, the annual retirement benefit is subject to a reduction for early payment. Deferred Compensation Agreements Messrs. Crockett, Edward K. Dunn, Jr. (a former trustee), Fields, Frischling and Louis S. Sklar and Drs. Mathai-Davis and Soll (for purposes of this paragraph only, the "Deferring Trustees") have each executed a Deferred Compensation Agreement (collectively, the "Compensation Agreements"). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Trust, and such amounts are placed into a deferral account and deemed to be invested in one or more AIM Funds selected by the Deferring Trustees. Distributions from the Deferring Trustees' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the Compensation Agreement) beginning on the date selected under the Compensation Agreement. If a Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring Trustees have the status of unsecured creditors of the Trust and of each other AIM Fund from which they are deferring compensation. Purchases of Class A Shares of the Funds at Net Asset Value The trustees and other affiliated persons of the Trust may purchase Class A shares of the AIM Funds without paying an initial sales charge. A I M Distributors, Inc. ("AIM Distributors") permits such purchases because there is a reduced sales effort involved in sales to such purchasers, thereby resulting in relatively low expenses of distribution. For a complete description of the persons who will not pay an initial sales charge on purchases of Class A shares of the AIM Funds, see "Purchase, Redemption and Pricing of Shares - Purchase and Redemption of Shares - Purchases of Class A Shares, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund - Purchases of Class A Shares at Net Asset Value." CODE OF ETHICS AIM, the Trust and AIM Distributors have adopted a Code of Ethics which applies to all AIM Fund trustees and officers, and employees of AIM and its subsidiaries, and governs, among other things, personal trading activities of such persons. The Code of Ethics is intended to address conflicts of 31 interest with the Trust that may arise from personal trading, including personal trading in most of the funds within The AIM Family of Funds(R). Personal trading, including personal trading involving securities that may be purchased or held by a fund within The AIM Family of Funds(R), is permitted under the Code subject to certain restrictions; however, employees are required to pre-clear security transactions with the Compliance Officer or a designee and to report transactions on a regular basis. PROXY VOTING POLICIES The Board has delegated responsibility for decisions regarding proxy voting for securities held by each Fund to AIM, the Fund's investment advisor. AIM will vote such proxies in accordance with its proxy policies and procedures, which have been reviewed by the Board, and which are found in Appendix E. Any material changes to the proxy policies and procedures will be submitted to the Board for approval. The Board will be supplied with a summary quarterly report of each Fund's proxy voting record. Information regarding how the Funds voted proxies related to their portfolio securities during the 12 months ended June 30, 2006 is available at our website, http://www.aiminvestments.com. This information is also available at the SEC website, http://www.sec.gov. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES Information about the ownership of each class of each Fund's shares by beneficial or record owners of such Fund and by trustees and officers as a group is found in Appendix F. A shareholder who owns beneficially 25% or more of the outstanding shares of a Fund is presumed to "control" that Fund. INVESTMENT ADVISORY AND OTHER SERVICES INVESTMENT ADVISOR AIM, the Funds' investment advisor, was organized in 1976, and along with its subsidiaries, manages or advises over 200 investment portfolios encompassing a broad range of investment objectives. AIM is a direct, wholly owned subsidiary of AIM Management, a holding company that has been engaged in the financial services business since 1976. AIM Management is an indirect, wholly owned subsidiary of AMVESCAP. AMVESCAP and its subsidiaries are an independent global investment management group. Certain of the directors and officers of AIM are also executive officers of the Trust and their affiliations are shown under "Management Information" herein. As investment advisor, AIM supervises all aspects of the Funds' operations and provides investment advisory services to the Funds. AIM obtains and evaluates economic, statistical and financial information to formulate and implement investment programs for the Funds. The Advisory Agreement provides that, in fulfilling its responsibilities, AIM may engage the services of other investment managers with respect to one or more of the Funds. The investment advisory services of AIM and the investment sub-advisory services of the sub-advisor to the Funds are not exclusive and AIM and the sub-advisor are free to render investment advisory services to others, including other investment companies. AIM is also responsible for furnishing to the Funds, at AIM's expense, the services of persons believed to be competent to perform all supervisory and administrative services required by the Funds, in the judgment of the trustees, to conduct their respective businesses effectively, as well as the offices, equipment and other facilities necessary for their operations. Such functions include the maintenance of each Fund's accounts and records, and the preparation of all requisite corporate documents such as tax returns and reports to the SEC and shareholders. The Master Investment Advisory Agreement (the "Advisory Agreement") provides that each Fund will pay or cause to be paid all expenses of such Fund not assumed by AIM, including, without limitation: 32 brokerage commissions, taxes, legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of each Fund in connection with membership in investment company organizations, and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds' shareholders. AIM, at its own expense, furnishes to the Trust office space and facilities. AIM furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series of shares. Pursuant to its Advisory Agreement with the Trust, AIM receives a monthly fee from each Fund calculated at the annual rates indicated in the second column below, based on the average daily net assets of each Fund during the year. Each Fund allocates advisory fees to a class based on the relative net assets of each class. Effective January 1, 2005, the advisor has contractually agreed to waive advisory fees to the extent necessary so that the advisory fees payable by each Fund do not exceed the maximum advisory fee rate set forth in the third column below. The maximum advisory fee rates are effective through the Committee Until Date set forth in the fourth column.
ANNUAL RATE/NET ASSETS MAXIMUM ADVISORY FEE MAXIMUM ADVISORY FEE FUND NAME PER ADVISORY AGREEMENT RATE AFTER JANUARY 1, 2005 RATES COMMITTED UNTIL DATE --------- --------------------------- ----------------------------- -------------------------- AIM Capital Development Fund 0.75% of first $350M 0.745% of first $250M June 30, 2007 0.625% of amount over $350M 0.73% of next $250M 0.715% of next $500M 0.70% of next $1.5B 0.685% of next $2.5B 0.67% of next $2.5B 0.655% of next $2.5B 0.64% of amount over $10B AIM Charter Fund 0.80% of first $150M 0.75% of first $150M December 31, 2012 0.625% of amount 0.615% of next $4.85B over $150M 0.57% of next $2.5B 0.545% of next $2.5B 0.52% of amount over $10B AIM Constellation Fund 0.80% of first $150M 0.695% of first $250M December 31, 2012 0.625% of amount 0.615% of next $4B over $150M 0.595% of next $750M 0.57% of next $2.5B 0.545% of next $2.5B 0.52% of the excess over $10B AIM Diversified Dividend Fund 0.60% of first $350M N/A N/A 0.55% of next $350M 0.50% of next $1.3B 0.45% of next $2B 0.40% of next $2B 0.375% of next $2B 0.35% of amount over $8B AIM Large Cap Basic Value Fund 0.60% of first $1B N/A N/A 0.575% of next $1B 0.55% of amount over $2B
33
ANNUAL RATE/NET ASSETS MAXIMUM ADVISORY FEE MAXIMUM ADVISORY FEE FUND NAME PER ADVISORY AGREEMENT RATE AFTER JANUARY 1, 2005 RATES COMMITTED UNTIL DATE --------- --------------------------- ----------------------------- -------------------------- AIM Large Cap Growth Fund 0.75% of first $350M 0.695% of first $250M December 31, 2012 0.625% of amount over $350M 0.67% of next $250M 0.645% of next $500M 0.62% of next $1.5B 0.595% of next $2.5B 0.57% of next $2.5B 0.545% of next $2.5B 0.52% of amount over $10B
AIM may from time to time waive or reduce its fee. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, AIM will retain its ability to be reimbursed for such fee prior to the end of each fiscal year. Contractual fee waivers or reductions set forth in the Fee Table in a Prospectus may not be terminated or amended to the Funds' detriment during the period stated in the agreement between AIM and the Fund. AIM has voluntarily agreed to waive a portion of advisory fees payable by each Fund. The amount of the waiver will equal 25% of the advisory fee AIM receives from the Affiliated Money Market Funds as a result of each Fund's Investment of uninvested cash in an Affiliated Money Market Fund. Termination of this agreement requires approval by the Board. See "Description of the Funds and Their Investments and Risks - Investment Strategies and Risks - Other Investments - Other Investment Companies." AIM has contractually agreed through June 30, 2007, to limit total annual fund operating expenses (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by each Fund's Board; and (vi) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement) for the following Funds' shares as follows:
FUND EXPENSE LIMITATION ---- ------------------ AIM Diversified Dividend Fund Class A Shares 1.40% Class B Shares 2.15% Class C Shares 2.15% Class R Shares 1.65% Investor Class Shares 1.40% Institutional Class Shares 1.15% AIM Large Cap Basic Value Fund Class A Shares 1.22% Class B Shares 1.97% Class C Shares 1.97% Class R Shares 1.47% Investor Class Shares 1.22% Institutional Class Shares 0.97%
34 AIM Large Cap Growth Fund Class A Shares 1.32% Class B Shares 2.07% Class C Shares 2.07% Class R Shares 1.57% Investor Class Shares 1.32% Institutional Class Shares 1.07%
Such contractual fee waivers or reductions are set forth in the Fee Table to each Fund's Prospectus and may not be terminated or amended to the Funds' detriment during the period stated in the agreement between AIM and the Fund. The management fees payable by each Fund, the amounts waived by AIM and the net fees paid by each Fund for the last three fiscal years ended October 31 are found in Appendix G. Portfolio Managers. Appendix H contains the following information regarding the portfolio managers identified in each Fund's prospectus: - The dollar range of the manager's investments in each Fund. - A description of the manager's compensation structure. - Information regarding other accounts managed by the manager and potential conflicts of interest that might arise from the management of multiple accounts. Securities Lending Arrangements. If a Fund engages in securities lending, AIM will provide the Fund investment advisory services and related administrative services. The Advisory Agreement describes the administrative services to be rendered by AIM if a Fund engages in securities lending activities, as well as the compensation AIM may receive for such administrative services. Services to be provided include: (a) overseeing participation in the securities lending program to ensure compliance with all applicable regulatory and investment guidelines; (b) assisting the securities lending agent or principal (the "agent") in determining which specific securities are available for loan; (c) monitoring the agent to ensure that securities loans are effected in accordance with AIM's instructions and with procedures adopted by the Board; (d) preparing appropriate periodic reports for, and seeking appropriate approvals from, the Board with respect to securities lending activities; (e) responding to agent inquiries; and (f) performing such other duties as may be necessary. AIM's compensation for advisory services rendered in connection with securities lending is included in the advisory fee schedule. As compensation for the related administrative services AIM will provide, a lending Fund will pay AIM a fee equal to 25% of the net monthly interest or fee income retained or paid to the Fund from such activities. AIM currently intends to waive such fee, and has agreed to seek Board approval prior to its receipt of all or a portion of such fee. SERVICE AGREEMENTS ADMINISTRATIVE SERVICES AGREEMENT. AIM and the Trust have entered into a Master Administrative Services Agreement ("Administrative Services Agreement") pursuant to which AIM may perform or arrange for the provision of certain accounting and other administrative services to each Fund which are not required to be performed by AIM under the Advisory Agreement. The Administrative Services Agreement provides that it will remain in effect and continue from year to year only if such continuance is 35 specifically approved at least annually by the Board, including the independent trustees, by votes cast in person at a meeting called for such purpose. Under the Administrative Services Agreement, AIM is entitled to receive from the Funds reimbursement of its costs or such reasonable compensation as may be approved by the Board. Currently, AIM is reimbursed for the services of the Trust's principal financial officer and her staff, and any expenses related to fund accounting services. Administrative services fees paid to AIM by each Fund for the last three fiscal years ended October 31 are found in Appendix I. OTHER SERVICE PROVIDERS TRANSFER AGENT. AIM Investment Services, Inc., ("AIS"), 11 Greenway Plaza, Suite 100, Houston, Texas 77046, a wholly owned subsidiary of AIM, is the Trust's transfer agent. The Transfer Agency and Service Agreement (the "TA Agreement") between the Trust and AIS provides that AIS will perform certain services related to the servicing of shareholders of the Funds. Other such services may be delegated or sub-contracted to third party intermediaries. For servicing accounts holding Class A, A3, B, C, P, R, AIM Cash Reserve and Investor Class Shares, the TA Agreement provides that the Trust, on behalf of the Funds, will pay AIS an annual fee per open shareholder account plus certain out of pocket expenses. This fee is paid monthly at the rate of 1/12 of the annual rate and is based upon the number of open shareholder accounts during each month. In addition, all fees payable by AIS or its affiliates to third party intermediaries who service accounts pursuant to sub-transfer agency, omnibus account services and sub-accounting agreements are charged back to the Funds, subject to certain limitations approved by the Board of the Trust. These payments are made in consideration of services that would otherwise be provided by AIS if the accounts serviced by such intermediaries were serviced by AIS directly. For more information regarding such payments to intermediaries, see the discussion under "Administrative and Processing Support Payments" below. For servicing accounts holding Institutional Class Shares, the TA Agreement provides that the Trust, on behalf of the Funds, will pay AIS a fee equal to $2.00 per trade executed, to be billed monthly, plus certain out of pocket expenses. In addition, all fees payable by AIS or its affiliates to third party intermediaries who service accounts pursuant to sub-transfer agency, omnibus account services and sub-accounting agreements are charged back to the Funds, subject to certain limitations approved by the Board (including a limitation on the amount of any fee payable to an intermediary of 0.10% of the average net assets held in accounts serviced by such intermediary). These payments are made in consideration of services that would otherwise be provided by AIS if the accounts serviced by such intermediaries were serviced by AIS directly. For more information regarding such payments to intermediaries, see the discussion under, "Administrative and Processing Support Payments," below. SUB-TRANSFER AGENT. AIM Funds Management, Inc. ("AFMI"), 5140 Yonge Street, Suite 900, Toronto, Ontario M2N6X7, a wholly owned, indirect subsidiary of AMVESCAP PLC, provides services to the Trust as a sub-transfer agent, pursuant to an agreement between AFMI and AIS. The Trust does not pay a fee to AFMI for these services. Rather AFMI is compensated by AIS, as a sub-contractor. CUSTODIAN. State Street Bank and Trust Company (the "Custodian"), 225 Franklin Street, Boston, Massachusetts 02110, is custodian of all securities and cash of the Funds. JPMorgan Chase Bank, N.A., 712 Main, Houston, Texas 77002, serves as sub-custodian for purchases of shares of the Funds. The Bank of New York, 2 Hanson Place, Brooklyn, New York 11217-1431, also serves as sub-custodian to facilitate cash management. The custodians are authorized to establish separate accounts in foreign countries and to cause foreign securities owned by the Funds to be held outside the United States in branches of U.S. banks and, to the extent permitted by applicable regulations, in certain foreign banks and securities depositories. AIM is responsible for selecting eligible foreign securities depositories and for assessing the risks associated with investing in foreign countries, including the risk of using eligible foreign securities' 36 depositories in a country. The Custodian is responsible for monitoring eligible foreign securities depositories. Under its contract with the Trust, the Custodian maintains the portfolio securities of the Funds, administers the purchases and sales of portfolio securities, collects interest and dividends and other distributions made on the securities held in the portfolios of the Funds and performs other ministerial duties. These services do not include any supervisory function over management or provide any protection against any possible depreciation of assets. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. The Funds' independent registered public accounting firm is responsible for auditing the financial statements of the Funds. The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP, 1201 Louisiana, Suite 2900, Houston, Texas 77002 as the independent registered public accounting firm to audit the financial statements of the Funds. Such appointment was ratified and approved by the Board. COUNSEL TO THE TRUST. Legal matters for the Trust have been passed upon by Ballard Spahr Andrews & Ingersoll, LLP, 1735 Market Street, Philadelphia, Pennsylvania 19103-7599. BROKERAGE ALLOCATION AND OTHER PRACTICES BROKERAGE TRANSACTIONS AIM makes decisions to buy and sell securities for each Fund, selects broker-dealers (each, a "Broker"), effects the Funds' investment portfolio transactions, allocates brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on transactions. AIM's primary consideration in effecting a security transaction is to obtain the best execution, which AIM defines as prompt and efficient execution of the transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which are reasonable in relation to the value of the brokerage services provided by the Broker. While AIM seeks reasonably competitive commission rates, the Funds may not pay the lowest commission or spread available. See "Broker Selection" below. Some of the securities in which the Funds invest are traded in over-the-counter markets. Portfolio transactions placed in such markets may be effected on a principle basis at net prices without commissions, but which include compensation to the Broker in the form of a mark up or mark down, or on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker, including electronic communication networks. Purchases of underwritten issues include a commission or concession paid by the issuer (not the Funds) to the underwriter. Purchases of money market instruments may be made directly from issuers without the payment of commissions. Traditionally, commission rates have not been negotiated on stock markets outside the United States. Although in recent years many overseas stock markets have adopted a system of negotiated rates, a number of markets maintain an established schedule of minimum commission rates. Brokerage commissions paid by each of the Funds during the last three fiscal years ended October 31 are found in Appendix J. COMMISSIONS During the last three fiscal years ended October 31, none of the Funds paid brokerage commissions to Brokers affiliated with the Funds, AIM, AIM Distributors, or any affiliates of such entities. The Funds may engage in certain principal and agency transactions with banks and their affiliates that own 5% or more of the outstanding voting securities of an AIM Fund, provided the conditions of an exemptive order received by the AIM Funds from the SEC are met. In addition, a Fund may purchase or sell a security from or to certain other AIM Funds or accounts (and may invest in Affiliated Money Market 37 Funds) provided the Funds follow procedures adopted by the Boards of the various AIM Funds, including the Trust. These inter-fund transactions do not generate brokerage commissions but may result in custodial fees or taxes or other related expenses. BROKER SELECTION AIM's primary consideration in selecting Brokers to execute portfolio transactions for a Fund is to obtain best execution. In selecting a Broker to execute a portfolio transaction in equity securities for a Fund, AIM considers the full range and quality of a Broker's services, including the value of research and/or brokerage services provided, execution capability, commission rate, willingness to commit capital, anonymity and responsiveness. AIM's primary consideration when selecting a Broker to execute a portfolio transaction in fixed income securities for a Fund is the Broker's ability to deliver or sell the relevant fixed income securities; however, AIM will also consider the various factors listed above. In each case, the determinative factor is not the lowest commission or spread available but whether the transaction represents the best qualitative execution for the Fund. AIM will not select Brokers based upon their promotion or sale of Fund shares. In choosing Brokers to execute portfolio transactions for the Funds, AIM may select Brokers that provide brokerage and/or research services ("Soft Dollar Products") to the Funds and/or the other accounts over which AIM and its affiliates have investment discretion. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides that AIM, under certain circumstances, lawfully may cause an account to pay a higher commission than the lowest available. Under Section 28(e)(1), AIM must make a good faith determination that the commissions paid are "reasonable in relation to the value of the brokerage and research services provided viewed in terms of either that particular transaction or [AIM's] overall responsibilities with respect to the accounts as to which [it] exercises investment discretion." The services provided by the Broker also must lawfully and appropriately assist AIM in the performance of its investment decision-making responsibilities. Accordingly, a Fund may pay a Broker higher commissions than those available from another Broker in recognition of such Broker's provision of Soft Dollar Products to AIM. AIM faces a potential conflict of interest when it uses client trades to obtain Soft Dollar Products. This conflict exists because AIM is able to use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar Products, which reduces AIM's expenses to the extent that AIM would have purchased such products had they not been provided by Brokers. Section 28(e) permits AIM to use Soft Dollar Products for the benefit of any account it manages. Certain AIM-managed accounts may generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other AIM-managed accounts, effectively cross subsidizing the other AIM-managed accounts that benefit directly from the product. AIM may not use all of the Soft Dollar Products provided by Brokers through which a Fund effects securities transactions in connection with managing such Fund. AIM and certain of its affiliates presently engage in the following instances of cross-subsidization: 1. Fixed income funds normally do not generate soft dollar commissions to pay for Soft Dollar Products. Therefore, soft dollar commissions used to pay for Soft Dollar Products which are used to manage the fixed income AIM Funds are generated entirely by equity AIM Funds and other equity client accounts managed by AIM or AIM Capital Management, Inc. ("AIM Capital"), a subsidiary of AIM. In other words, the fixed income AIM Funds are cross-subsidized by the equity AIM Funds in that the fixed income AIM Funds receive the benefit of Soft Dollar Products services for which they do not pay. 2. The investment models used to manage many of the AIM Funds are also used to manage other accounts of AIM and/or AIM Capital. The Soft Dollar Products obtained through the use of soft dollar commissions generated by the transactions of the AIM Funds and/or other accounts managed by AIM and/or AIM Capital are used to maintain the investment models relied upon by both of these advisory affiliates. 38 This type of cross-subsidization occurs in both directions. For example, soft dollar commissions generated by transactions of the AIM Funds and/or other accounts managed by AIM are used for Soft Dollar Products which may benefit those AIM Funds and/or accounts as well as accounts managed by AIM Capital. Additionally, soft dollar commissions generated by transactions of accounts managed by AIM Capital are used for Soft Dollar Products which may benefit those accounts as well as accounts managed by AIM. In certain circumstances, AIM Capital accounts may indicate that their transactions should not be used to generate soft dollar commissions but may still receive the benefits of Soft Dollar Products received by AIM or AIM Capital. 3. Some of the common investment models used to manage various Funds and other accounts of AIM and/or AIM Capital are also used to manage accounts of AIM Private Asset Management, Inc. ("APAM"), another AIM subsidiary. The Soft Dollar Products obtained through the use of soft dollar commissions generated by the transactions of the Funds and/or other accounts managed by AIM and/or AIM Capital are used to maintain the investment models relied upon by AIM, AIM Capital and APAM. This cross-subsidization occurs in only one direction. Most of APAM's accounts do not generate soft dollar commissions which can be used to purchase Soft Dollar Products. The soft dollar commissions generated by transactions of the Funds and/or other accounts managed by AIM and/or AIM Capital are used for Soft Dollar Products which may benefit the accounts managed by AIM, AIM Capital and APAM; however, APAM does not provide any soft dollar research benefit to the Funds and/or other accounts managed by AIM or AIM Capital. AIM and AIM Capital attempt to reduce or eliminate the potential conflicts of interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar Products only if AIM and AIM Capital conclude that the Broker supplying the product is capable of providing best execution. Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis; other Soft Dollar Products are available only through Brokers in exchange for soft dollars. AIM uses soft dollars to purchase two types of Soft Dollar Products: - proprietary research created by the Broker executing the trade, and - other products created by third parties that are supplied to AIM through the Broker executing the trade. Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by the in house research staffs of broker-dealer firms. This research includes evaluations and recommendations of specific companies or industry groups, as well as analyses of general economic and market conditions and trends, market data, contacts and other related information and assistance. AIM periodically rates the quality of proprietary research produced by various Brokers. Based on the evaluation of the quality of information that AIM receives from each Broker, AIM develops an estimate of each Broker's share of AIM clients' commission dollars. AIM attempts to direct trades to the firms to meet these estimates. AIM also uses soft dollars to acquire products from third parties that are supplied to AIM through Brokers executing the trades or other Brokers who "step in" to a transaction and receive a portion of the brokerage commission for the trade. AIM may from time to time instruct the executing Broker to allocate or "step out" a portion of a transaction to another Broker. The Broker to which AIM has "stepped out" would then settle and complete the designated portion of the transaction, and the executing Broker would settle and complete the remaining portion of the transaction that has not been "stepped out." Each Broker may receive a commission or brokerage fee with respect to that portion of the transaction that it settles and completes. Soft Dollar Products received from Brokers supplement AIM's own research (and the research of certain of its affiliates), and may include the following types of products and services: 39 - Database Services - comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process). - Quotation/Trading/News Systems - products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services. - Economic Data/Forecasting Tools - various macro economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions. - Quantitative/Technical Analysis - software tools that assist in quantitative and technical analysis of investment data. - Fundamental/Industry Analysis - industry specific fundamental investment research. - Fixed Income Security Analysis - data and analytical tools that pertain specifically to fixed income securities. These tools assist in creating financial models, such as cash flow projections and interest rate sensitivity analyses, which are relevant to fixed income securities. - Other Specialized Tools - other specialized products, such as consulting analyses, access to industry experts, and distinct investment expertise such as forensic accounting or custom built investment-analysis software. If AIM determines that any service or product has a mixed use (i.e., it also serves functions that do not assist the investment decision-making or trading process), AIM will allocate the costs of such service or product accordingly in its reasonable discretion. AIM will allocate brokerage commissions to Brokers only for the portion of the service or product that AIM determines assists it in the investment decision-making or trading process and will pay for the remaining value of the product or service in cash. Outside research assistance is useful to AIM since the Brokers used by AIM tend to provide more in-depth analysis of a broader universe of securities and other matters than AIM's staff follows. In addition, such services provide AIM with a diverse perspective on financial markets. Some Brokers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by AIM's clients, including the Funds. However, the Funds are not under any obligation to deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar Products may be obtainable from alternative sources in return for cash payments. AIM believes that because Broker research supplements rather than replaces AIM's research, the receipt of such research tends to improve the quality of AIM's investment advice. The advisory fee paid by the Funds is not reduced because AIM receives such services. To the extent the Funds' portfolio transactions are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Funds might exceed those that might otherwise have been paid. AIM may determine target levels of brokerage business with various Brokers on behalf of its clients (including the Funds) over a certain time period. The target levels will be based upon the following factors, among others: (1) the execution services provided by the Broker; and (2) the research services provided by the Broker. Portfolio transactions may be effected through Brokers that recommend the Funds to their clients, or that act as agent in the purchase of a Fund's shares for their clients, provided that AIM believes such Brokers provide best execution and such transactions are executed in compliance with AIM's policy against using directed brokerage to compensate Brokers for promoting or selling AIM Fund shares. AIM will not enter into a binding commitment with Brokers to place trades with such Brokers involving brokerage commissions in precise amounts. 40 DIRECTED BROKERAGE (RESEARCH SERVICES) Directed brokerage (research services) paid by each of the Funds during the last fiscal year ended October 31, 2006 are found in Appendix K. REGULAR BROKERS Information concerning the Funds' acquisition of securities of their regular Brokers during the last fiscal year ended October 31, 2006 is found in Appendix K. ALLOCATION OF PORTFOLIO TRANSACTIONS AIM and its affiliates manage numerous AIM Funds and other accounts. Some of these accounts may have investment objectives similar to the Funds. Occasionally, identical securities will be appropriate for investment by one of the Funds and by another Fund or one or more other accounts. However, the position of each account in the same security and the length of time that each account may hold its investment in the same security may vary. The timing and amount of purchase by each account will also be determined by its cash position. If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and one or more other accounts, and is considered at or about the same time, AIM will allocate transactions in such securities among the Fund(s) and these accounts on a pro rata basis based on order size or in such other manner believed by AIM to be fair and equitable. AIM may combine such transactions, in accordance with applicable laws and regulations, to obtain the most favorable execution. Simultaneous transactions could, however, adversely affect a Fund's ability to obtain or dispose of the full amount of a security which it seeks to purchase or sell. ALLOCATION OF EQUITY INITIAL PUBLIC OFFERING ("IPO") TRANSACTIONS Certain of the AIM Funds or other accounts managed by AIM may become interested in participating in equity IPOs. Purchases of equity IPOs by one AIM Fund or other accounts may also be considered for purchase by one or more other AIM Funds or accounts. AIM shall combine indications of interest for equity IPOs for all AIM Funds and accounts participating in purchase transactions for that equity IPO. When the full amount of all equity IPO orders for such AIM Funds and accounts cannot be filled completely, AIM shall allocate such transactions in accordance with the following procedures: AIM will determine the eligibility of each AIM Fund and account that seeks to participate in a particular equity IPO by reviewing a number of factors, including market capitalization/liquidity suitability and sector/style suitability of the investment with the AIM Fund's or account's investment objective, policies, strategies and current holdings, AIM will allocate of securities issued in equity IPOs to eligible AIM Funds and accounts on a pro rata basis based on order size. PURCHASE, REDEMPTION AND PRICING OF SHARES TRANSACTIONS THROUGH FINANCIAL INTERMEDIARIES If you are investing indirectly in a Fund through a financial intermediary such as a broker-dealer, a bank (including a bank trust department), an insurance company separate account, an investment advisor, an administrator or trustee of a retirement plan or a qualified tuition plan or a sponsor of a fee-based program that maintains a master account (an omnibus account) with the Fund for trading on behalf of its customers, different guidelines, conditions and restrictions may apply than if you held your shares of the Fund directly. These differences may include, but are not limited to: (i) different eligibility standards to purchase and sell shares, different eligibility standards to invest in funds with limited offering status and different eligibility standards to exchange shares by telephone; (ii) different minimum and maximum initial and subsequent purchase amounts; (iii) system inability to provide Letter of Intent privileges; and (iv) different annual amounts (less than 12%) subject to withdrawal under a Systematic 41 Redemption Plan without being subject to a contingent deferred sales charge. The financial intermediary through whom you are investing may also choose to adopt different exchange and/or transfer limit guidelines and restrictions, including different trading restrictions designed to discourage excessive or short-term trading. The financial intermediary through whom you are investing may also choose to impose a redemption fee that has different characteristics, which may be more or less restrictive, than the redemption fee currently imposed on certain Funds. If the financial intermediary is managing your account, you may also be charged a transaction or other fee by such financial intermediary, including service fees for handling redemption transactions. Consult with your financial intermediary (or, in the case of a retirement plan, your plan sponsor) to determine what fees, guidelines, conditions and restrictions, including any of the above, may be applicable to you. PURCHASE AND REDEMPTION OF SHARES Purchases of Class A Shares, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund INITIAL SALES CHARGES. Each AIM Fund (other than AIM Tax-Exempt Cash Fund) is grouped into one of four categories to determine the applicable initial sales charge for its Class A Shares. The sales charge is used to compensate AIM Distributors and participating dealers for their expenses incurred in connection with the distribution of the Funds' shares. You may also be charged a transaction or other fee by the financial institution managing your account. Class A Shares of AIM Tax-Exempt Cash Fund, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund are sold without an initial sales charge. CATEGORY I FUNDS AIM Advantage Health Sciences Fund AIM Asia Pacific Growth Fund AIM Basic Balanced Fund AIM Basic Value Fund AIM Capital Development Fund AIM Charter Fund AIM China Fund AIM Conservative Allocation Fund AIM Constellation Fund AIM Developing Markets Fund AIM Diversified Dividend Fund AIM Dynamics Fund AIM Energy Fund AIM European Growth Fund AIM European Small Company Fund AIM Financial Services Fund AIM Global Aggressive Growth Fund AIM Global Equity Fund AIM Global Growth Fund AIM Global Health Care Fund AIM Global Real Estate Fund AIM Global Value Fund AIM Gold & Precious Metal Fund AIM Growth Allocation Fund AIM Income Allocation Fund AIM Independence Now Fund AIM Independence 2010 Fund AIM Independence 2020 Fund AIM Independence 2030 Fund AIM Independence 2040 Fund AIM Independence 2050 Fund AIM International Allocation Fund AIM International Core Equity Fund AIM International Growth Fund AIM International Small Company Fund AIM Japan Fund AIM Large Cap Basic Value Fund AIM Large Cap Growth Fund AIM Leisure Fund AIM Mid Cap Basic Value Fund AIM Mid Cap Core Equity Fund AIM Moderate Allocation Fund AIM Moderate Growth Allocation Fund AIM Moderately Conservative Allocation Fund AIM Multi-Sector Fund AIM Opportunities I Fund AIM Opportunities II Fund AIM Opportunities III Fund AIM Real Estate Fund AIM Select Equity Fund 42 AIM Small Cap Equity Fund AIM Small Cap Growth Fund AIM Structured Core Fund AIM Structured Growth Fund AIM Structured Value Fund AIM Summit Fund AIM Technology Fund AIM Trimark Endeavor Fund AIM Trimark Fund AIM Trimark Small Companies Fund AIM Utilities Fund
Investor's Sales Charge Dealer -------------------------- Concession As a As a As a Percentage Percentage Percentage of the Public of the Net of the Public Amount of Investment in Offering Amount Offering Single Transaction Price Invested Price - ----------------------- ------------- ---------- ------------- Less than $ 25,000 5.50% 5.82% 4.75% $ 25,000 but less than $ 50,000 5.25 5.54 4.50 $ 50,000 but less than $ 100,000 4.75 4.99 4.00 $100,000 but less than $ 250,000 3.75 3.90 3.00 $250,000 but less than $ 500,000 3.00 3.09 2.50 $500,000 but less than $1,000,000 2.00 2.04 1.60
CATEGORY II FUNDS AIM High Income Municipal Fund AIM High Yield Fund AIM Income Fund AIM Intermediate Government Fund AIM International Total Return Fund AIM Municipal Bond Fund AIM Total Return Bond Fund
Investor's Sales Charge Dealer -------------------------- Concession As a As a As a Percentage Percentage Percentage of the Public of the Net of the Public Amount of Investment in Offering Amount Offering Single Transaction Price Invested Price - ----------------------- ------------- ---------- ------------- Less than $ 50,000 4.75% 4.99% 4.00% $ 50,000 but less than $ 100,000 4.00 4.17 3.25 $100,000 but less than $ 250,000 3.75 3.90 3.00 $250,000 but less than $ 500,000 2.50 2.56 2.00 $500,000 but less than $1,000,000 2.00 2.04 1.60
43 CATEGORY III FUNDS AIM Limited Maturity Treasury Fund AIM Tax-Free Intermediate Fund
Investor's Sales Charge Dealer -------------------------- Concession As a As a As a Percentage Percentage Percentage of the Public of the Net of the Public Amount of Investment in Offering Amount Offering Single Transaction Price Invested Price ----------------------- ------------- ---------- ------------- Less than $100,000 1.00% 1.01% 0.75% $100,000 but less than $250,000 0.75 0.76 0.50 $250,000 but less than $1,000,000 0.50 0.50 0.40
As of the close of business on October 30, 2002, Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund were closed to new investors. Current investors must maintain a share balance in order to continue to make incremental purchases. CATEGORY IV FUNDS AIM Floating Rate Fund AIM LIBOR Alpha Fund AIM Short Term Bond Fund
Investor's Sales Charge Dealer -------------------------- Concession As a As a As a Percentage Percentage Percentage of the Public of the Net of the Public Amount of Investment in Offering Amount Offering Single Transaction Price Invested Price ----------------------- ------------- ---------- ------------- Less than $100,000 2.50% 2.56% 2.00% $100,000 but less than $250,000 2.00 2.04 1.50 $250,000 but less than $500,000 1.50 1.52 1.25 $500,000 but less than $1,000,000 1.25 1.27 1.00
LARGE PURCHASES OF CLASS A SHARES. Investors who purchase $1,000,000 or more of Class A Shares of Category I, II, III or IV Fund do not pay an initial sales charge. In addition, investors who currently own Class A shares of Category I, II, III or IV Funds and make additional purchases that result in account balances of $1,000,000 or more do not pay an initial sales charge on the additional purchases. The additional purchases, as well as initial purchases of $1,000,000 or more, are referred to as Large Purchases. However, if an investor makes a Large Purchase of Class A shares of a Category I, II or IV Fund, each share will generally be subject to a 1.00% contingent deferred sales charge ("CDSC") if the investor redeems those shares within 18 months after purchase. AIM Distributors may pay a dealer concession and/or advance a service fee on Large Purchases, as set forth below. Exchanges between the AIM Funds may affect total compensation paid. PURCHASES OF CLASS A SHARES BY NON-RETIREMENT PLANS. AIM Distributors may make the following payments to dealers of record for Large Purchases of Class A shares of Category I, II or IV Funds by investors other than: (i) retirement plans that are maintained pursuant to Sections 401 and 457 44 of the Internal Revenue Code of 1986, as amended (the "Code") and (ii) retirement plans that are maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code: PERCENT OF PURCHASES 1% of the first $2 million plus 0.80% of the next $1 million plus 0.50% of the next $17 million plus 0.25% of amounts in excess of $20 million If (i) the amount of any single purchase order plus (ii) the public offering price of all other shares owned by the same customer submitting the purchase order on the day on which the purchase order is received equals or exceeds $1,000,000, the purchase will be considered a "jumbo accumulation purchase." With regard to any individual jumbo accumulation purchase, AIM Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same customer over the life of his or her account(s). If an investor made a Large Purchase of Class A shares of a Category III Fund on and after November 15, 2001 and through October 30, 2002 and exchanges those shares for Class A shares of a Category I or II Fund, AIM Distributors will pay an additional dealer concession of 0.75% upon exchange. If an investor makes a Large Purchase of Class A3 shares of a Category III Fund on and after October 31, 2002 and exchanges those shares for Class A shares of a Category I, II or IV Fund, AIM Distributors will pay 1.00% of such purchase as dealer compensation upon the exchange. The Class A shares of the Category I, II or IV Fund received in exchange generally will be subject to a 1.00% CDSC if the investor redeems such shares within 18 months from the date of exchange. PURCHASES OF CLASS A SHARES BY CERTAIN RETIREMENT PLANS AT NAV. For purchases of Class A shares of Category I, II and IV Funds, AIM Distributors may make the following payments to investment dealers or other financial service firms for sales of such shares at net asset value ("NAV") to certain retirement plans provided that the applicable dealer of record is able to establish that the retirement plan's purchase of such Class A shares is a new investment (as defined below): PERCENT OF PURCHASES 0.50% of the first $20 million plus 0.25% of amounts in excess of $20 million This payment schedule will be applicable to purchases of Class A shares at NAV by the following types of retirement plans: (i) all plans maintained pursuant to Sections 401 and 457 of the Code, and (ii) plans maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code. A "new investment" means a purchase paid for with money that does not represent (i) the proceeds of one or more redemptions of AIM Fund shares, (ii) an exchange of AIM Fund shares, (iii) the repayment of one or more retirement plan loans that were funded through the redemption of AIM Fund shares, or (iv) money returned from another fund family. If AIM Distributors pays a dealer concession in connection with a plan's purchase of Class A shares at NAV, such shares may be subject to a CDSC of 1.00% of net assets for 12 months, commencing on the date the plan first invests in Class A shares of an AIM Fund. If the applicable dealer of record is unable to establish that a plan's purchase of Class A shares at NAV is a new investment, AIM Distributors will not pay a dealer concession in connection with such purchase and such shares will not be subject to a CDSC. 45 With regard to any individual jumbo accumulation purchase, AIM Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same plan over the life of the plan's account(s). PURCHASERS QUALIFYING FOR REDUCTIONS IN INITIAL SALES CHARGES. As shown in the tables above, purchases of certain amounts of AIM Fund shares may reduce the initial sales charges. These reductions are available to purchasers that meet the qualifications listed below. We will refer to purchasers that meet these qualifications as "Qualified Purchasers." DEFINITIONS As used herein, the terms below shall be defined as follows: - "Individual" refers to a person, as well as his or her Spouse or Domestic Partner and his or her Children; - "Spouse" is the person to whom one is legally married under state law; - "Domestic Partner" is an adult with whom one shares a primary residence for at least six-months, is in a relationship as a couple where one or each of them provides personal or financial welfare of the other without a fee, is not related by blood and is not married; - "Child" or "Children" include a biological, adopted or foster son or daughter, a Step-child, a legal ward or a Child of a person standing in loco parentis; - "Parent" is a person's biological or adoptive mother or father; - "Step-child" is the child of one's Spouse by a previous marriage or relationship; - "Step-parent" is the Spouse of a Child's Parent; and - "Immediate Family" includes an Individual (including, as defined above, a person, his or her Spouse or Domestic Partner and his or her Children) as well as his or her Parents, Step-parents and the Parents of Spouse or Domestic Partner. INDIVIDUALS - an Individual (including his or her spouse or domestic partner, and children); - a retirement plan established exclusively for the benefit of an Individual, specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA, SIMPLE IRA, Solo 401(k), Keogh plan, or a tax-sheltered 403(b)(7) custodial account; and - a qualified tuition plan account, maintained pursuant to Section 529 of the Code, or a Coverdell Education Savings Account, maintained pursuant to Section 530 of the Code (in either case, the account must be established by an Individual or have an Individual named as the beneficiary thereof). EMPLOYER-SPONSORED RETIREMENT PLANS - a retirement plan maintained pursuant to Sections 401, 403 (only if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code), 408 (includes SEP, SARSEP and SIMPLE IRA plans) or 457 of the Code, if: 46 a. the employer or plan sponsor submits all contributions for all participating employees in a single contribution transmittal (the AIM Funds will not accept separate contributions submitted with respect to individual participants); b. each transmittal is accompanied by a single check or wire transfer; and c. if the AIM Funds are expected to carry separate accounts in the names of each of the plan participants, (i) the employer or plan sponsor notifies AIM Distributors in writing that the separate accounts of all plan participants should be linked, and (ii) all new participant accounts are established by submitting an appropriate Account Application on behalf of each new participant with the contribution transmittal. HOW TO QUALIFY FOR REDUCTIONS IN INITIAL SALES CHARGES. The following sections discuss different ways that a Qualified Purchaser can qualify for a reduction in the initial sales charges for purchases of Class A shares of the AIM Funds. LETTERS OF INTENT A Qualified Purchaser may pay reduced initial sales charges by (i) indicating on the Account Application that he, she or it intends to provide a Letter of Intent ("LOI"); and (ii) subsequently fulfilling the conditions of that LOI. Employer-sponsored retirement plans, with the exception of Solo 401(k) plans and SEP plans, are not eligible for a LOI. The LOI confirms the total investment in shares of the AIM Funds that the Qualified Purchaser intends to make within the next 13 months. By marking the LOI section on the account application and by signing the account application, the Qualified Purchaser indicates that he, she or it understands and agrees to the terms of the LOI and is bound by the provisions described below: Calculating the Initial Sales Charge - Each purchase of fund shares normally subject to an initial sales charge made during the 13-month period will be made at the public offering price applicable to a single transaction of the total dollar amount indicated by the LOI (to determine what the applicable public offering price is, look at the sales charge table in the section on "Initial Sales Charges" above). - It is the purchaser's responsibility at the time of purchase to specify the account numbers that should be considered in determining the appropriate sales charge. - The offering price may be further reduced as described below under "Rights of Accumulation" if the Transfer Agent is advised of all other accounts at the time of the investment. - Shares acquired through reinvestment of dividends and capital gains distributions will not be applied to the LOI. Calculating the Number of Shares to be Purchased - Purchases made within 90 days before signing an LOI will be applied toward completion of the LOI. The LOI effective date will be the date of the first purchase within the 90-day period. - Purchases made more than 90 days before signing an LOI will be applied toward the completion of the LOI based on the value of the shares purchased that is calculated at the public offering price on the effective date of the LOI. 47 - If a purchaser wishes to revise the LOI investment amount upward, he, she or it may submit a written and signed request at anytime prior to the completion of the original LOI. This revision will not change the original expiration date. - The Transfer Agent will process necessary adjustments upon the expiration or completion date of the LOI. Fulfilling the Intended Investment - By signing an LOI, a purchaser is not making a binding commitment to purchase additional shares, but if purchases made within the 13-month period do not total the amount specified, the purchaser will have to pay the increased amount of sales charge. - To assure compliance with the provisions of the 1940 Act, the Transfer Agent will escrow in the form of shares an appropriate dollar amount (computed to the nearest full share) out of the initial purchase (or subsequent purchases if necessary). All dividends and any capital gain distributions on the escrowed shares will be credited to the purchaser. All shares purchased, including those escrowed, will be registered in the purchaser's name. If the total investment specified under this LOI is completed within the 13-month period, the escrowed shares will be promptly released. - If the intended investment is not completed, the purchaser will pay the Transfer Agent the difference between the sales charge on the specified amount and the sales charge on the amount actually purchased. If the purchaser does not pay such difference within 20 days of the expiration date, he or she irrevocably constitutes and appoints the Transfer Agent as his attorney to surrender for redemption any or all shares, to make up such difference within 60 days of the expiration date. - Shareholders of AIM Basic Balanced Fund, AIM Developing Markets Fund, AIM Global Aggressive Growth Fund, AIM Global Equity Fund, AIM Global Growth Fund, AIM Global Health Care Fund and AIM Real Estate Fund who have a Letter of Intent in place as of November 1, 2005, will be able to complete the Letter of Intent under the current pricing schedule, and future Letters of Intent or subsequent purchases will be subject to the Category I pricing. Canceling the LOI - If at any time before completing the LOI Program, the purchaser wishes to cancel the agreement, he or she must give written notice to AIM Distributors or its designee. - If at any time before completing the LOI Program the purchaser requests the Transfer Agent to liquidate or transfer beneficial ownership of his total shares, the LOI will be automatically canceled. If the total amount purchased is less than the amount specified in the LOI, the Transfer Agent will redeem an appropriate number of escrowed shares equal to the difference between the sales charge actually paid and the sales charge that would have been paid if the total purchases had been made at a single time. Other Persons Eligible for the LOI Privilege The LOI privilege is also available to holders of the Connecticut General Guaranteed Account, established for tax qualified group annuities, for contracts purchased on or before June 30, 1992. LOIs and Contingent Deferred Sales Charges All LOIs to purchase $1,000,000 or more of Class A Shares of Category I, II and IV Funds are subject to an 18-month, 1% CDSC. 48 RIGHTS OF ACCUMULATION A Qualified Purchaser may also qualify for reduced initial sales charges based upon his, her or its existing investment in shares of any of the AIM Funds at the time of the proposed purchase. To determine whether or not a reduced initial sales charge applies to a proposed purchase, AIM Distributors takes into account not only the money which is invested upon such proposed purchase, but also the value of all shares of the AIM Funds owned by such purchaser, calculated at their then current public offering price. If a purchaser qualifies for a reduced sales charge, the reduced sales charge applies to the total amount of money being invested, even if only a portion of that amount exceeds the breakpoint for the reduced sales charge. For example, if a purchaser already owns qualifying shares of any AIM Fund with a value of $20,000 and wishes to invest an additional $20,000 in a fund with a maximum initial sales charge of 5.50%, the reduced initial sales charge of 5.25% will apply to the full $20,000 purchase and not just to the $15,000 in excess of the $25,000 breakpoint. To qualify for obtaining the discount applicable to a particular purchase, the purchaser or his dealer must furnish the Transfer Agent with a list of the account numbers and the names in which such accounts of the purchaser are registered at the time the purchase is made. Rights of Accumulation are also available to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992. If an investor's new purchase of Class A shares of a Category I, II or IV Fund is at net asset value, the newly purchased shares will be subject to a CDSC if the investor redeems them prior to the end of the 18 month holding period. OTHER REQUIREMENTS FOR REDUCTIONS IN INITIAL SALES CHARGES. As discussed above, investors or dealers seeking to qualify orders for a reduced initial sales charge must identify such orders and, if necessary, support their qualification for the reduced charge. AIM Distributors reserves the right to determine whether any purchaser is entitled to the reduced sales charge based on the definition of a Qualified Purchaser listed above. No person or entity may distribute shares of the AIM Funds without payment of the applicable sales charge other than to Qualified Purchasers. Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Investor Class shares of any Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges. PURCHASES OF CLASS A SHARES AT NET ASSET VALUE. AIM Distributors permits certain categories of persons to purchase Class A shares of AIM Funds without paying an initial sales charge. These are typically categories of persons whose transactions involve little expense, such as persons who have a relationship with the funds or with AIM and certain programs for purchase. It is the purchaser's responsibility to notify AIM Distributors or its designee of any qualifying relationship at the time of purchase. AIM Distributors believes that it is appropriate and in the Funds' best interests that such persons, and certain other persons whose purchases result in relatively low expenses of distribution, be permitted to purchase shares through AIM Distributors without payment of a sales charge. Accordingly, the following purchasers will not pay initial sales charges on purchases of Class A shares because there is a reduced sales effort involved in sales to these purchasers: - AIM Management and its affiliates, or their clients; 49 - Any current or retired officer, director, trustee or employee (and members of their Immediate Family) of AIM Management, its affiliates or The AIM Family of Funds(R), and any foundation, trust, employee benefit plan or deferred compensation plan established exclusively for the benefit of, or by, such persons; - Any current or retired officer, director, or employee (and members of their Immediate Family) of DST Systems, Inc. or Personix, a division of Fiserv Solutions, Inc.; - Sales representatives and employees (and members of their Immediate Family) of selling group members of financial institutions that have arrangements with such selling group members; - Purchases through approved fee-based programs; - Employer-sponsored retirement plans that are Qualified Purchasers, as defined above, provided that: a. a plan's assets are at least $1 million; b. there are at least 100 employees eligible to participate in the plan; or c. all plan transactions are executed through a single omnibus account per AIM Fund and the financial institution or service organization has entered into the appropriate agreement with the distributor; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares at NAV based on the aggregate investment made by the plan or the number of eligible employees unless the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code; - Shareholders of record of Advisor Class shares of AIM International Growth Fund or AIM Worldwide Growth Fund on February 12, 1999 who have continuously owned shares of the AIM Funds; - Shareholders of record or discretionary advised clients of any investment advisor holding shares of AIM Weingarten Fund or AIM Constellation Fund on September 8, 1986, or of AIM Charter Fund on November 17, 1986, who have continuously owned shares and who purchase additional shares of AIM Constellation Fund or AIM Charter Fund, respectively; - Unitholders of G/SET series unit investment trusts investing proceeds from such trusts in shares of AIM Constellation Fund; provided, however, prior to the termination date of the trusts, a unitholder may invest proceeds from the redemption or repurchase of his units only when the investment in shares of AIM Constellation Fund is effected within 30 days of the redemption or repurchase; - A shareholder of a fund that merges or consolidates with an AIM Fund or that sells its assets to an AIM Fund in exchange for shares of an AIM Fund; - Shareholders of the former GT Global funds as of April 30, 1987 who since that date continually have owned shares of one or more of these funds; - Certain former AMA Investment Advisers' shareholders who became shareholders of the AIM Global Health Care Fund in October 1989, and who have continuously held shares in the GT Global funds since that time; 50 - Shareholders of record of Advisor Class shares of an AIM Fund on February 11, 2000 who have continuously owned shares of that AIM Fund, and who purchase additional shares of that AIM Fund; - Shareholders of Investor Class shares of an AIM Fund; - Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code; - Additional purchases of Class A shares by shareholders of record of Class K shares on October 21, 2005 whose Class K shares were converted to Class A shares; - Insurance company separate accounts; - Retirement plan established exclusively for the benefit of an individual (specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA, SIMPLE IRA, Solo 401(k), Keogh plan, or a tax-sheltered 403(b)(7) custodial account) if: a. such plan is funded by a rollover of assets from an Employer-Sponsored Retirement Plan; b. the account being funded by such rollover is to be maintained by the same trustee, custodian or administrator that maintained the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof; and c. the dealer of record with respect to the account being funded by such rollover is the same as the dealer of record with respect to the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof. - Transfers to IRAs that are attributable to AIM Fund investments held in 403(b)(7)s, SIMPLEs, SEPs, SARSEPs, Traditional or Roth IRAs; and - Rollovers from AIM-held 403(b)(7)s, 401(K)s, SEPs, SIMPLEs, SARSEPs, Money Purchase Plans, and Profit Sharing Plans if the assets are transferred to an AIM IRA. In addition, an investor may acquire shares of any of the AIM Funds at net asset value in connection with: - the reinvestment of dividends and distributions from a Fund; - exchanges of shares of certain Funds; as more fully described in the Prospectus; - the purchase of shares in connection with the repayment of a retirement plan loan administered by AIS; - a merger, consolidation or acquisition of assets of a Fund; or - the purchase of Class A shares with proceeds from the redemption of Class B or Class C shares where the redemption and purchase are effectuated on the same business day. PAYMENTS TO DEALERS. AIM Distributors may elect to re-allow the entire initial sales charge to dealers for all sales with respect to which orders are placed with AIM Distributors during a particular period. Dealers to whom substantially the entire sales charge is re-allowed may be deemed to be "underwriters" as that term is defined under the 1933 Act. The financial advisor through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In addition to those payments, AIM 51 Distributors or one or more of its corporate affiliates (collectively, the "ADI Affiliates") may make additional cash payments to financial advisors in connection with the promotion and sale of shares of AIM funds. ADI Affiliates make these payments from their own resources, from AIM Distributors' retention of underwriting concessions and from payments to AIM Distributors under Rule 12b-1 plans. These additional cash payments are described below. The categories described below are not mutually exclusive. The same financial advisor may receive payments under more than one or all categories. Most financial advisors that sell shares of AIM funds receive one or more types of these cash payments. Financial advisors negotiate the cash payments to be paid on an individual basis. Where services are provided, the costs of providing the services and the overall package of services provided may vary from one financial advisor to another. ADI Affiliates do not make an independent assessment of the cost of providing such services. In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), transfer agent, registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with ADI Affiliates. A list of certain financial advisors that received one or more types of payments below during the prior calendar year is attached here as Appendix L. This list is not necessarily current and will change over time. Certain arrangements are still being negotiated, and there is a possibility that payments will be made retroactively to financial intermediaries not listed below. Accordingly, please contact your financial advisor to determine whether they currently may be receiving such payments and to obtain further information regarding any such payments. REVENUE SHARING PAYMENTS. ADI Affiliates make revenue sharing payments as incentives to certain financial advisors to promote and sell shares of AIM funds. The benefits ADI Affiliates receive when they make these payments include, among other things, placing AIM funds on the financial advisor's funds sales system, placing AIM funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including AIM funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. In addition, payments typically apply only to retail sales, and may not apply to other types of sales or assets (such as sales to retirement plans, qualified tuition programs, or fee based advisor programs - some of which may generate certain other payments described below.) The revenue sharing payments ADI Affiliates make may be calculated on sales of shares of AIM funds ("Sales-Based Payments"), in which case the total amount of such payments shall not exceed 0.25% (for non-Institutional Class shares) or 0.10% (for Institutional Class shares) of the public offering price of all such shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM funds attributable to that particular financial advisor ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets of such share classes during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of AIM funds and Asset-Based Payments primarily create incentives to retain previously sold shares of AIM funds in investor accounts. ADI Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments. ADMINISTRATIVE AND PROCESSING SUPPORT PAYMENTS. ADI Affiliates also may make payments to certain financial advisors that sell AIM Fund shares for certain administrative services, including record keeping and sub-accounting shareholder accounts. Payments for these services typically do not exceed 0.25% (for non-Institutional Class shares) or 0.10% (for Institutional Class shares) of average annual assets of such share classes or $19 per annum per shareholder account (for non-Institutional Class shares only). ADI Affiliates also may make payments to certain financial advisors that sell AIM Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of payments that ADI Affiliates may make under this category include, among others, payment of ticket charges per purchase or exchange order placed by a financial advisor, payment 52 of networking fees of up to $12 per shareholder account maintained on certain mutual fund trading systems, or one-time payments for ancillary services such as setting up funds on a financial advisor's mutual fund trading systems. All fees payable by ADI Affiliates pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement are charged back to the AIM Funds, subject to certain limitations approved by the Board of the Trust. OTHER CASH PAYMENTS. From time to time, ADI Affiliates, at their expense, may provide additional compensation to financial advisors which sell or arrange for the sale of shares of the Fund. Such compensation provided by ADI Affiliates may include financial assistance to financial advisors that enable ADI Affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client entertainment, client and investor events, and other financial advisor-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with client prospecting, retention and due diligence trips. Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as the NASD, Inc. ("NASD"). ADI Affiliates make payments for entertainment events it deems appropriate, subject to ADI Affiliates guidelines and applicable law. These payments may vary depending upon the nature of the event or the relationship. ADI Affiliates are motivated to make the payments described above since they promote the sale of AIM fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of AIM funds or retain shares of AIM funds in their clients' accounts, ADI Affiliates benefit from the incremental management and other fees paid to ADI Affiliates by the AIM funds with respect to those assets. In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in the prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the AIM funds, as well as about fees and/or commissions it charges. Purchases of Class B Shares Class B shares are sold at net asset value, and are not subject to an initial sales charge. Instead, investors may pay a CDSC if they redeem their shares within six years after purchase. See the Prospectus for additional information regarding contingent deferred sales charges. AIM Distributors may pay sales commissions to dealers and institutions who sell Class B shares of the AIM Funds at the time of such sales. Payments will equal 4.00% of the purchase price and will consist of a sales commission equal to 3.75% plus an advance of the first year service fee of 0.25%. Purchases of Class C Shares Class C shares are sold at net asset value, and are not subject to an initial sales charge. Instead, investors may pay a CDSC if they redeem their shares within the first year after purchase (no CDSC applies to Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you exchange shares of another AIM Fund that are subject to a CDSC into AIM LIBOR Alpha Fund or AIM Short Term Bond Fund). See the Prospectus for additional information regarding this CDSC. AIM Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the AIM Funds (except for Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund) at the time of such sales. Payments with respect to Funds other than AIM Floating Rate Fund will equal 1.00% of the purchase price and will consist of a sales commission of 0.75% plus an advance of the first year service fee of 0.25%. Payments with respect to AIM Floating Rate Fund will equal 0.75% of the purchase price and will consist of a sales commission of 0.50% plus an advance of the first year service fee of 0.25%. These commissions are not paid on sales to investors exempt from the CDSC, including shareholders of record of AIM Advisor Funds, Inc. on April 30, 1995, who purchase additional shares in any of the Funds on or 53 after May 1, 1995, and in circumstances where AIM Distributors grants an exemption on particular transactions. Payments with Regard to Converted Class K Shares For Class A shares acquired by a former Class K shareholder (i) as a result of a fund merger; or (ii) as a result of the conversion of Class K shares into Class A shares on October 21, 2005, AIM Distributors will pay financial intermediaries 0.45% on such Class A shares as follows: (i) 0.25% from the Class A shares' Rule 12b-1 plan fees; and (ii) 0.20% from AIM Distributors' own resources provided that, on an annualized basis for 2005 as of October 21, 2005, the 0.20% exceeds $2,000 per year. Purchase and Redemption of Class P Shares The AIM Summit Fund's Prospectus provides for a limited group of individuals (certain individuals employed by or otherwise affiliated with the AIM Distributors) to purchase Class P shares of the AIM Summit Fund directly at net asset value. Certain former investors in the AIM Summit Plans I and II may acquire Class P shares at net asset value. Please see AIM Summit Fund's Prospectus for details. Purchases of Class R Shares Class R shares are sold at net asset value, and are not subject to an initial sales charge. If AIM Distributors pays a concession to the dealer of record, however, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the retirement plan's initial purchase. For purchases of Class R shares of Category I, II or IV Funds, AIM Distributors may make the following payments to dealers of record provided that the applicable dealer of record is able to establish that the purchase of Class R shares is a new investment or a rollover from a retirement plan in which an AIM Fund was offered as an investment option: PERCENT OF CUMULATIVE PURCHASES 0.75% of the first $5 million plus 0.50% of amounts in excess of $5 million With regard to any individual purchase of Class R shares, AIM Distributors may make payment to the dealer of record based on the cumulative total of purchases made by the same plan over the life of the plan's account(s). Purchases of Investor Class Shares Investor Class shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. AIM Distributors may pay dealers and institutions an annual service fee of 0.25% of average daily net assets and such payments will commence immediately. Purchases of Institutional Class Shares Institutional Class shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. Exchanges TERMS AND CONDITIONS OF EXCHANGES. Normally, shares of an AIM Fund to be acquired by exchange are purchased at their net asset value or applicable offering price, as the case may be, determined on the date that such request is received, but under unusual market conditions such purchases may be delayed for up to five business days if it is determined that a fund would be materially disadvantaged by an immediate transfer of the proceeds of the exchange. If a shareholder is exchanging 54 into a fund paying daily dividends, and the release of the exchange proceeds is delayed for the foregoing five-day period, such shareholder will not begin to accrue dividends until the sixth business day after the exchange. EXCHANGES BY TELEPHONE. AIM Distributors has made arrangements with certain dealers and investment advisory firms to accept telephone instructions to exchange shares between any of the AIM Funds. AIM Distributors reserves the right to impose conditions on dealers or investment advisors who make telephone exchanges of shares of the funds, including the condition that any such dealer or investment advisor enter into an agreement (which contains additional conditions with respect to exchanges of shares) with AIM Distributors. To exchange shares by telephone, a shareholder, dealer or investment advisor who has satisfied the foregoing conditions must call AIS at (800) 959-4246. If a shareholder is unable to reach AIS by telephone, he may also request exchanges by fax, telegraph or use overnight courier services to expedite exchanges by mail, which will be effective on the business day received by AIS as long as such request is received in good order prior to the close of the customary trading session of the New York Stock Exchange ("NYSE"). AIS and AIM Distributors may in certain cases be liable for losses due to unauthorized or fraudulent transactions if they do not follow reasonable procedures for verification of telephone transactions. Such reasonable procedures may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholder's Social Security Number and current address, and mailings of confirmations promptly after the transaction. Redemptions GENERAL. Shares of the AIM Funds may be redeemed directly through AIM Distributors or through any dealer who has entered into an agreement with AIM Distributors. In addition to the Funds' obligation to redeem shares, AIM Distributors may also repurchase shares as an accommodation to shareholders. To effect a repurchase, those dealers who have executed Selected Dealer Agreements with AIM Distributors must phone orders to the order desk of the Funds at (800) 959-4246 and guarantee delivery of all required documents in good order. A repurchase is effected at the net asset value per share of the applicable Fund next determined after the repurchase order is received in good order. Such an arrangement is subject to timely receipt by AIS, the Funds' transfer agent, of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation. While there is no charge imposed by a Fund or by AIM Distributors (other than any applicable contingent deferred sales charge and any applicable redemption fee) when shares are redeemed or repurchased, dealers may charge a fair service fee for handling the transaction. SUSPENSION OF REDEMPTIONS. The right of redemption may be suspended or the date of payment postponed when (a) trading on the NYSE is restricted, as determined by applicable rules and regulations of the SEC, (b) the NYSE is closed for other than customary weekend and holiday closings, (c) the SEC has by order permitted such suspension, or (d) an emergency as determined by the SEC exists making disposition of portfolio securities or the valuation of the net assets of a Fund not reasonably practicable. REDEMPTIONS BY TELEPHONE. By signing an account application form, an investor appoints AIS as his true and lawful attorney-in-fact to surrender for redemption any and all unissued shares held by AIS in the designated account(s), present or future, with full power of substitution in the premises. AIS and AIM Distributors are thereby authorized and directed to accept and act upon any telephone redemptions of shares held in any of the account(s) listed, from any person who requests the redemption. An investor acknowledges by signing the form that he understands and agrees that AIS and AIM Distributors may not be liable for any loss, expense or cost arising out of any telephone redemption requests effected in accordance with the authorization set forth in these instructions if they reasonably believe such request to be genuine, but may in certain cases be liable for losses due to unauthorized or fraudulent transactions. Procedures for verification of telephone transactions may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholder's Social Security Number and current address, and mailings of confirmations promptly after the transactions. AIS reserves the right to cease to act as attorney-in-fact subject to this appointment, and AIM Distributors 55 reserves the right to modify or terminate the telephone redemption privilege at any time without notice. An investor may elect not to have this privilege by marking the appropriate box on the application. Then any redemptions must be effected in writing by the investor. SYSTEMATIC REDEMPTION PLAN. A Systematic Redemption Plan permits a shareholder of an AIM Fund to withdraw on a regular basis at least $50 per withdrawal. Under a Systematic Redemption Plan, all shares are to be held by AIS. To provide funds for payments made under the Systematic Redemption Plan, AIS redeems sufficient full and fractional shares at their net asset value in effect at the time of each such redemption. Payments under a Systematic Redemption Plan constitute taxable events. Since such payments are funded by the redemption of shares, they may result in a return of capital and in capital gains or losses, rather than in ordinary income. Because sales charges are imposed on additional purchases of Class A shares, it is disadvantageous to effect such purchases while a Systematic Redemption Plan is in effect. Each AIM Fund bears its share of the cost of operating the Systematic Redemption Plan. Contingent Deferred Sales Charges Imposed upon Redemption of Shares A CDSC may be imposed upon the redemption of Large Purchases of Class A shares of Category I, II and IV Funds, upon the redemption of Class B shares or Class C shares (no CDSC applies to Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you exchange shares of another AIM Fund that are subject to a CDSC into AIM LIBOR Alpha Fund or AIM Short Term Bond Fund) and, in certain circumstances, upon the redemption of Class R shares. See the Prospectus for additional information regarding CDSCs. CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR LARGE PURCHASES OF CLASS A SHARES. An investor who has made a Large Purchase of Class A shares of a Category I, II, III or IV Fund, will not be subject to a CDSC upon the redemption of those shares in the following situations: - Redemptions of shares of Category I, II or IV Funds held more than 18 months; - Redemptions of shares of Category III Funds purchased on or after November 15, 2001 and through October 30, 2002 and held for more than 12 months; - Redemptions of shares held by retirement plans in cases where (i) the plan has remained invested in Class A shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of shares held by the plan; - Redemptions from private foundations or endowment funds; - Redemptions of shares by the investor where the investor's dealer waives the amounts otherwise payable to it by the distributor and notifies the distributor prior to the time of investment; - Redemptions of shares of Category I, II, III or IV Funds, and AIM Cash Reserve Shares of AIM Money Market Fund acquired by exchange from Class A shares of a Category I, II or IV Fund, unless the shares acquired by exchange (on or after November 15, 2001 and through October 30, 2002 with respect to Category III Funds) are redeemed within 18 months of the original purchase of the exchanges of Category I, II or IV Fund; - Redemptions of shares of Category III Funds, shares of AIM Tax-Exempt Cash Fund or AIM Cash Reserve Shares of AIM Money Market Fund acquired by exchange from Class A shares of a Category III Fund purchased prior to November 15, 2001; 56 - Redemptions of shares of Category I, II or IV Funds acquired by exchange on and after November 15, 2001 from AIM Cash Reserve Shares of AIM Money Market Fund if the AIM Cash Reserve Shares were acquired by exchange from a Category I, II or IV Fund, unless the Category I, II or IV Fund shares acquired by exchange are redeemed within 18 months of the original purchase of the exchanged Category I, II or IV Funds; - Redemptions of shares of Category I, II or IV Funds by retirement plan participants resulting from a total redemption of the plan assets that occurs more than one year from the date of the plan's initial purchase; and - Redemptions of shares of Category I, II or IV Funds held by an Investor Class shareholder. CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR CLASS B AND C SHARES. Investors who purchased former GT Global funds Class B shares before June 1, 1998 are subject to the following waivers from the CDSC otherwise due upon redemption: - Total or partial redemptions resulting from a distribution following retirement in the case of a tax-qualified employer-sponsored retirement; - Minimum required distributions made in connection with an IRA, Keogh Plan or custodial account under Section 403(b) of the Code or other retirement plan following attainment of age 70 1/2; - Redemptions pursuant to distributions from a tax-qualified employer-sponsored retirement plan, which is invested in the former GT Global funds, which are permitted to be made without penalty pursuant to the Code, other than tax-free rollovers or transfers of assets, and the proceeds of which are reinvested in the former GT Global funds; - Redemptions made in connection with participant-directed exchanges between options in an employer-sponsored benefit plan; - Redemptions made for the purpose of providing cash to fund a loan to a participant in a tax-qualified retirement plan; - Redemptions made in connection with a distribution from any retirement plan or account that is permitted in accordance with the provisions of Section 72(t)(2) of the Code, and the regulations promulgated thereunder; - Redemptions made in connection with a distribution from a qualified profit-sharing or stock bonus plan described in Section 401(k) of the Code to a participant or beneficiary under Section 401(k)(2)(B)(IV) of the Code upon hardship of the covered employee (determined pursuant to Treasury Regulation Section 1.401(k)-1(d)(2)); and - Redemptions made by or for the benefit of certain states, counties or cities, or any instrumentalities, departments or authorities thereof where such entities are prohibited or limited by applicable law from paying a sales charge or commission. CDSCs will not apply to the following redemptions of Class B or Class C shares, as applicable: - Additional purchases of Class C shares of AIM International Core Equity Fund and AIM Real Estate Fund by shareholders of record on April 30, 1995, of AIM International Value Fund, predecessor to AIM International Core Equity Fund, and AIM Real Estate 57 Fund, except that shareholders whose broker-dealers maintain a single omnibus account with AIS on behalf of those shareholders, perform sub-accounting functions with respect to those shareholders, and are unable to segregate shareholders of record prior to April 30, 1995, from shareholders whose accounts were opened after that date will be subject to a CDSC on all purchases made after March 1, 1996; - Redemptions following the death or post-purchase disability of (1) any registered shareholders on an account or (2) a settlor of a living trust, of shares held in the account at the time of death or initial determination of post-purchase disability; - Certain distributions from individual retirement accounts, Section 403(b) retirement plans, Section 457 deferred compensation plans and Section 401 qualified plans, where redemptions result from (i) required minimum distributions to plan participants or beneficiaries who are age 70 1/2 or older, and only with respect to that portion of such distributions that does not exceed 12% annually of the participant's or beneficiary's account value in a particular Fund; (ii) in kind transfers of assets where the participant or beneficiary notifies the distributor of the transfer no later than the time the transfer occurs; (iii) tax-free rollovers or transfers of assets to another plan of the type described above invested in Class B or Class C shares of one or more of the Funds; (iv) tax-free returns of excess contributions or returns of excess deferral amounts; and (v) distributions on the death or disability (as defined in the Code) of the participant or beneficiary; - Amounts from a Systematic Redemption Plan of up to an annual amount of 12% of the account value on a per fund basis, at the time the withdrawal plan is established, provided the investor reinvests his dividends; - Liquidation by the Fund when the account value falls below the minimum required account size of $500; and - Investment account(s) of AIM. CDSCs will not apply to the following redemptions of Class C shares: - A total or partial redemption of shares where the investor's dealer of record notifies the distributor prior to the time of investment that the dealer would waive the upfront payment otherwise payable to him; - A total or partial redemption which is necessary to fund a distribution requested by a participant in a retirement plan maintained pursuant to Section 401, 403, or 457 of the Code; - Redemptions of Class C shares of a Fund other than AIM LIBOR Alpha Fund or AIM Short Term Bond Fund if you received such Class C shares by exchanging Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund; and - Redemptions of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund if you received such Class C shares by exchanging Class C shares of another Fund and the original purchase was subject to a CDSC. 58 CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR CLASS R SHARES CDSCs will not apply to the following redemptions of Class R shares: - A total or partial redemption of Class R shares where the retirement plan's dealer of record notifies the distributor prior to the time of investment that the dealer waives the upfront payment otherwise payable to him; and - Redemptions of shares held by retirement plans in cases where (i) the plan has remained invested in Class R shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of all Class R shares held by the plan. General Information Regarding Purchases, Exchanges and Redemptions GOOD ORDER. Purchase, exchange and redemption orders must be received in good order in accordance with AIS policy and procedures and U.S. regulations. AIS reserves the right to refuse transactions. Transactions not in good order will not be processed and once brought into good order, will receive current price. To be in good order, an investor or financial intermediary must supply AIS with all required information and documentation, including signature guarantees when required. In addition, if a purchase of shares is made by check, the check must be received in good order. This means that the check must be properly completed and signed, and legible to AIS in its sole discretion. If a check used to purchase shares does not clear, or if any investment order must be canceled due to nonpayment, the investor will be responsible for any resulting loss. AUTHORIZED AGENTS. AIS and AIM Distributors may authorize agents to accept purchase and redemption orders that are in good form on behalf of the AIM Funds. In certain cases, these authorized agents are authorized to designate other intermediaries to accept purchase and redemption orders on a Fund's behalf. The Fund will be deemed to have received the purchase or redemption order when the Fund's authorized agent or its designee accepts the order. The order will be priced at the net asset value next determined after the order is accepted by the Fund's authorized agent or its designee. TIMING OF PURCHASE ORDERS. It is the responsibility of the dealer or other financial intermediary to ensure that all orders are transmitted on a timely basis to AIS. Any loss resulting from the failure of the dealer or financial intermediary to submit an order within the prescribed time frame will be borne by that dealer or financial intermediary. SIGNATURE GUARANTEES. In addition to those circumstances listed in the "Shareholder Information" section of each Fund's prospectus, signature guarantees are required in the following situations: (1) requests to transfer the registration of shares to another owner; (2) telephone exchange and telephone redemption authorization forms; (3) changes in previously designated wiring or electronic funds transfer instructions; (4) written redemptions or exchanges of shares held in certificate form previously reported to AIM as lost, whether or not the redemption amount is under $250,000 or the proceeds are to be sent to the address of record; and (5) requests to redeem accounts where the proceeds are over $250,000 or the proceeds are to be sent to an address or a bank other than the address or bank of record. AIM Funds may waive or modify any signature guarantee requirements at any time. Acceptable guarantors include banks, broker-dealers, credit unions, national securities exchanges, savings associations and any other organization, provided that such institution or organization qualifies as an "eligible guarantor institution" as that term is defined in rules adopted by the SEC, and further provided that such guarantor institution is listed in one of the reference guides contained in AIS' current Signature Guarantee Standards and Procedures, such as certain domestic banks, credit unions, securities dealers, or securities exchanges. Notary public signatures are not an acceptable replacement for a signature guarantee. AIS will also accept signatures with either: (1) a signature guaranteed with a medallion stamp of the STAMP Program, or (2) a signature guaranteed with a medallion stamp of the NYSE Medallion Signature Program, provided that in either event, the amount of 59 the total transaction involved does not exceed the surety coverage amount indicated on the medallion. For information regarding whether a particular institution or organization qualifies as an "eligible guarantor institution," an investor should contact the Client Services Department of AIS. TRANSACTIONS BY TELEPHONE. By signing an account application form, an investor appoints AIS as his true and lawful attorney-in-fact to surrender for redemption any and all unissued shares held by AIS in the designated account(s), or in any other account with any of the AIM Funds, present or future, which has the identical registration as the designated account(s), with full power of substitution in the premises. AIS and AIM Distributors are thereby authorized and directed to accept and act upon any telephone redemptions of shares held in any of the account(s) listed, from any person who requests the redemption proceeds to be applied to purchase shares in any one or more of the AIM Funds, provided that such fund is available for sale and provided that the registration and mailing address of the shares to be purchased are identical to the registration of the shares being redeemed. An investor acknowledges by signing the form that he understands and agrees that AIS and AIM Distributors may not be liable for any loss, expense or cost arising out of any telephone exchange requests effected in accordance with the authorization set forth in these instructions if they reasonably believe such request to be genuine, but may in certain cases be liable for losses due to unauthorized or fraudulent transactions. Procedures for verification of telephone transactions may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholder's Social Security Number and current address, and mailings of confirmations promptly after the transactions. AIS reserves the right to modify or terminate the telephone exchange privilege at any time without notice. An investor may elect not to have this privilege by marking the appropriate box on the application. Then any exchanges must be effected in writing by the investor. INTERNET TRANSACTIONS. An investor may effect transactions in his account through the internet by establishing a Personal Identification Number (PIN). By establishing a PIN the investor acknowledges and agrees that neither AIS nor AIM Distributors will be liable for any loss, expense or cost arising out of any internet transaction effected by them in accordance with any instructions submitted by a user who transmits the PIN as authentication of his or her identity. Procedures for verification of internet transactions include requests for confirmation of the shareholder's personal identification number and mailing of confirmations promptly after the transactions. The investor also acknowledges that the ability to effect internet transactions may be terminated at any time by the AIM Funds. ABANDONED PROPERTY. It is the responsibility of the investor to ensure that AIS maintains a correct address for his account(s). An incorrect address may cause an investor's account statements and other mailings to be returned to AIS. Upon receiving returned mail, AIS will attempt to locate the investor or rightful owner of the account. If unsuccessful, AIS will retain a shareholder locator service with a national information database to conduct periodic searches for the investor. If the search firm is unable to locate the investor, the search firm will determine whether the investor's account has legally been abandoned. AIS is legally obligated to escheat (or transfer) abandoned property to the appropriate state's unclaimed property administrator in accordance with statutory requirements. The investor's last known address of record determines which state has jurisdiction. INSTITUTIONAL CLASS SHARES Before the initial purchase of shares, an investor must submit a completed account application to his financial intermediary, who should forward the application to AIM Investment Services, Inc. at P.O. Box 4497, Houston, Texas 77210-4497. An investor may change information in his account application by submitting written changes or a new account application to his intermediary or to AIS. Purchase and redemption orders must be received in good order. To be in good order, the financial intermediary must give AIS all required information and documentation with respect to the investor. If the intermediary fails to deliver the investor's payment on the required settlement date, the intermediary must reimburse the Fund for any overdraft charges incurred. 60 A financial intermediary may submit a written request to AIS for correction of transactions involving Fund shares. If AIS agrees to correct a transaction, and the correction requires a dividend adjustment, the intermediary must agree in writing to reimburse the Fund for any resulting loss. An investor may terminate his relationship with an intermediary and become the shareholder of record on his account. However, until the investor establishes a relationship with an intermediary, the investor will not be able to purchase additional shares of the Fund, except through the reinvestment of distributions. Payment for redeemed shares is normally made by Federal Reserve wire to the bank account designated in the investor's account application, but may be sent by check at the investor's request. By providing written notice to his financial intermediary or to AIS, an investor may change the bank account designated to receive redemption proceeds. AIS may request additional documentation. AIS may request that an intermediary maintain separate master accounts in a Fund for shares held by the intermediary (a) for its own account, for the account of other institutions and for accounts for which the intermediary acts as a fiduciary; and (b) for accounts for which the intermediary acts in some other capacity. An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement. Platform sponsors that provide investment vehicles to fund Section 401 defined contribution plans and have entered into written agreements with AIM Distributors to waive applicable investment minimums may purchase Institutional Class shares for accounts within such plans. OFFERING PRICE The following formula may be used to determine the public offering price per Class A share of an investor's investment: Net Asset Value / (1 - Sales Charge as % of Offering Price ) = Offering Price. For example, at the close of business on October 31, 2006, AIM Capital Development Fund - Class A shares had a net asset value per share of $19.73. The offering price, assuming an initial sales charge of 5.50%, therefore was $20.88. Calculation of Net Asset Value Each Fund determines its net asset value per share once daily as of the close of the customary trading session of the NYSE (generally 4:00 p.m. Eastern time) on each business day of the Fund. In the event the NYSE closes early (i.e., before 4:00 p.m. Eastern time) on a particular day, each Fund determines its net asset value per share as of the close of the NYSE on such day. For purposes of determining net asset value per share, futures and option contracts generally will be valued 15 minutes after the close of the customary trading session of the NYSE. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. The Funds determine net asset value per share by dividing the value of a Fund's securities, cash and other assets (including interest accrued but not collected) attributable to a particular class, less all its liabilities (including accrued expenses and dividends payable) attributable to that class, by the total number of shares outstanding of that class. Determination of a Fund's net asset value per share is made in accordance with generally accepted accounting principles. The net asset value for shareholder transactions may be different than the net asset value reported in the Fund's financial statement due to adjustments required by generally accepted accounting principles made to the net assets of the Fund at period end. 61 Investments in open-end registered investment companies and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price as of the close of the customary trading session on the exchange where the security is principally traded. Each equity security (excluding convertible bonds) held by a Fund is valued at its last sales price on the exchange where the security is principally traded or, lacking any sales on a particular day, the security is valued at the closing bid price on that day. Each equity security traded in the over-the-counter market (but not including securities reported on the NASDAQ National Market System) is valued on the basis of prices furnished by independent pricing vendors or market makers. Each security reported on the NASDAQ National Market System is valued at the NASDAQ Official Closing Price ("NOCP") or absent a NOCP, at the closing bid price on that day. Debt securities (including convertible bonds) are fair valued using an evaluated quote provided by an independent pricing vendor. Evaluated quotes provided by the pricing vendor may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, yield, quality, coupon rate, maturity, type of issue, individual trading characteristics and other market data. Securities for which market prices are not provided by any of the above methods are valued based upon quotes furnished by independent sources and are valued at the last bid price in the case of equity securities and in the case of debt obligations, the mean between the last bid and ask prices. Securities for which market quotations are not available, including situations where market quotations are unreliable, are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in accordance with procedures approved by the Board. Short-term investments are valued at amortized cost when the security has 60 days or less to maturity. Generally, trading in corporate bonds, U.S. Government securities and money market instruments is substantially completed each day at various times prior to the close of the customary trading session of the NYSE. The values of such securities used in computing the net asset value of a Fund's shares are determined at such times. Occasionally, events affecting the values of such securities may occur between the times at which such values are determined and the close of the customary trading session of the NYSE. If AIM believes a development/event has actually caused a closing price to no longer reflect current market value, the closing price may be adjusted to reflect the fair value of the affected security as of the close of the NYSE as determined in good faith using procedures approved by the Board. Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Trading in certain foreign securities is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in computing the net asset value of each Fund's shares are determined as of the close of the respective markets. Events affecting the values of such foreign securities may occur between the times at which the particular foreign market closes and the close of the customary trading session of the NYSE. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. Issuer specific events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing vendor to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Multiple factors may be considered by the pricing vendor in determining adjustments to reflect fair value and may include information relating to sector indices, ADRs, domestic and foreign index futures, and exchange-traded funds. 62 Fund securities primarily traded in foreign markets may be traded in such markets on days which are not business days of the Fund. Because the net asset value per share of each Fund is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when an investor cannot exchange or redeem shares of the Fund. REDEMPTIONS IN KIND Although the Funds generally intend to pay redemption proceeds solely in cash, the Funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). For instance, a Fund may make a redemption in kind, if a cash redemption would disrupt its operations or performance. Securities that will be delivered as payment in redemptions in kind will be valued using the same methodologies that the Fund typically utilizes in valuing such securities. Shareholders receiving such securities are likely to incur transaction and brokerage costs on their subsequent sales of such securities, and the securities may increase or decrease in value until the shareholder sells them. The Trust, on behalf of the Funds, has made an election under Rule 18f-1 under the 1940 Act (a "Rule 18f-1 Election"), and therefore, the Trust, on behalf of a Fund is obligated to redeem for cash all shares presented to such Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1% of that Fund's net assets in any 90-day period. The Rule 18f-1 Election is irrevocable while Rule 18f-1 under the 1940 Act is in effect unless the SEC by order permits withdrawal of such Rule 18f-1 Election. BACKUP WITHHOLDING Accounts submitted without a correct, certified taxpayer identification number or, alternatively, a correctly completed and currently effective Internal Revenue Service ("IRS") Form W-8 (for non-resident aliens) or Form W-9 (certifying exempt status) accompanying the registration information will generally be subject to backup withholding. Each AIM Fund, and other payers, generally must withhold, 28% of redemption payments and reportable dividends, including long-term capital gains distributions, (whether paid or accrued) in the case of any shareholder who fails to provide the Fund with a taxpayer identification number ("TIN") and a certification that he is not subject to backup withholding. Under current IRS guidance, each AIM Fund and other payer must generally withhold 28% on exempt-interest dividends paid after March 31, 2007 in the case of any shareholder who fails to provide the Funds with such information. An investor is subject to backup withholding if: 1. the investor fails to furnish a correct TIN to the Fund; 2. the IRS notifies the Fund that the investor furnished an incorrect TIN; 3. the investor or the Fund is notified by the IRS that the investor is subject to backup withholding because the investor failed to report all of the interest and dividends on such investor's tax return (for reportable interest and dividends only); 4. the investor fails to certify to the Fund that the investor is not subject to backup withholding under (3) above (for reportable interest and dividend accounts opened after 1983 only); or 5. the investor does not certify his TIN. This applies only to non-exempt mutual fund accounts opened after 1983. Interest and dividend payments are subject to backup withholding in all five situations discussed above. Redemption proceeds are subject to backup withholding only if (1), (2) or (5) above applies. Certain payees and payments are exempt from backup withholding and information reporting. AIM or AIS will not provide Form 1099 to those payees. Investors should contact the IRS if they have any questions concerning withholding. 63 IRS PENALTIES - Investors who do not supply the AIM Funds with a correct TIN will be subject to a $50 penalty imposed by the IRS unless such failure is due to reasonable cause and not willful neglect. If an investor falsifies information on this form or makes any other false statement resulting in no backup withholding on an account which should be subject to backup withholding, such investor may be subject to a $500 penalty imposed by the IRS and to certain criminal penalties including fines and/or imprisonment. NONRESIDENT ALIENS - Nonresident alien individuals and foreign entities are not subject to the backup withholding previously discussed, but must certify their foreign status by attaching IRS Form W-8 to their application. Form W-8 generally remains in effect for a period starting on the date the Form is signed and ending on the last day of the third succeeding calendar year. Such shareholders may, however, be subject to federal income tax withholding at a 30% rate on ordinary income dividends and other distributions. Under applicable treaty law, residents of treaty countries may qualify for a reduced rate of withholding or a withholding exemption. DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS DIVIDENDS AND DISTRIBUTIONS It is the present policy of each Fund, except for AIM Diversified Dividend Fund, to declare and pay annually net investment income dividends and capital gain distributions. It is each Fund's intention to distribute substantially all of its net investment income and realized net capital gain, except for AIM Diversified Dividend Fund as noted below. In the case of AIM Diversified Dividend Fund, it is the policy to declare and pay quarterly net investment income dividends and declare and pay annually any capital gain distributions. In determining the amount of capital gains, if any, available for distribution, capital gains will generally be offset against available net capital loss, if any, carried forward from previous fiscal periods. All dividends and distributions will be automatically reinvested in additional shares of the same class of each Fund unless the shareholder has requested in writing to receive such dividends and distributions in cash or that they be invested in shares of another AIM Fund, subject to the terms and conditions set forth in the Prospectus under the caption "Special Plans - Automatic Dividend Investment." Such dividends and distributions will be reinvested at the net asset value per share determined on the ex-dividend date. If a shareholder's account does not have any shares in it on a dividend or capital gain distribution payment date, the dividend or distribution will be paid in cash whether or not the shareholder has elected to have such dividends or distributions reinvested. Dividends on Class B, Class C and Class R shares of certain Funds are expected to be lower than those for Class A and Institutional Class shares of the same Fund because of higher distribution fees paid by Class B, Class C and Class R shares. Other class-specific expenses may also affect dividends on shares of those classes. Expenses attributable to a particular class ("Class Expenses") include distribution plan expenses, which must be allocated to the class for which they are incurred. Other expenses may be allocated as Class Expenses, consistent with applicable legal principles under the 1940 Act and the Code. TAX MATTERS The following is only a summary of certain additional tax considerations generally affecting the Funds and their shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of each Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning. QUALIFICATION AS A REGULATED INVESTMENT COMPANY. Each Fund has elected to be taxed under Subchapter M of the Code as a regulated investment company and intends to maintain its qualification as such in each of its taxable years. As a regulated investment company, each Fund is not subject to 64 federal income tax on the portion of its net investment income (i.e., taxable interest, dividends and other taxable ordinary income, net of expenses) and capital gain net income (i.e., the excess of capital gains over capital losses) that it distributes to shareholders, provided that it distributes an amount equal to (i) at least 90% of its investment company taxable income (i.e., net investment income, net foreign currency ordinary gain or loss and the excess of net short-term capital gain over net long-term capital loss) and (ii) at least 90% of the excess of its tax-exempt interest income under Code Section 103(a) over its deductions disallowed under Code Sections 265 and 171(a)(2) for the taxable year (the "Distribution Requirement"), and satisfies certain other requirements of the Code that are described below. Distributions by a Fund made during the taxable year or, under specified circumstances, within twelve months after the close of the taxable year, will be considered distributions of income and gains of the taxable year and can therefore satisfy the Distribution Requirement. Each Fund presently intends to elect under applicable Treasury regulations to treat any net capital loss and any net long-term capital loss incurred after October 31 as if it had been incurred in the succeeding taxable year in determining its taxable income for the current taxable year. Certain Funds may also elect under the same regulations to treat all or part of any net foreign currency loss incurred after October 31 as if it had been incurred in the succeeding taxable year. Each Fund may use "equalization accounting" in determining the portion of its net investment income and capital gain net income that has been distributed. A Fund that elects to use equalization accounting will allocate a portion of its realized investment income and capital gain to redemptions of Fund shares and will reduce the amount of such income and gain that it distributes in cash. However, each Fund intends to make cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the Distribution Requirement without taking into account its use of equalization accounting. The IRS has not published any guidance concerning the methods to be used in allocating investment income and capital gain to redemptions of shares. In the event that the IRS determines that a Fund is using an improper method of allocation and has under-distributed its net investment income or capital gain net income for any taxable year, such Fund may be liable for additional federal income tax. In addition to satisfying the Distribution Requirement, a regulated investment company must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies (to the extent such currency gains are directly related to the regulated investment company's principal business of investing in stock or securities), other income (including, but not limited to, gain from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from certain publicly traded partnerships (the "Income Requirement"). Under certain circumstances, a Fund may be required to sell portfolio holdings to meet this requirement. In addition to satisfying the requirements described above, each Fund must satisfy an asset diversification test in order to qualify as a regulated investment company (the "Asset Diversification Test"). Under this test, at the close of each quarter of each Fund's taxable year, at least 50% of the value of the Fund's assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers, as to which the Fund has not invested more than 5% of the value of the Fund's total assets in securities of such issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of such issuer, and no more than 25% of the value of its total assets may be invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies), of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses or, collectively, in securities of certain publicly traded partnerships. For purposes of the Asset Diversification Test, the IRS has ruled that the issuer of a purchased listed call option on stock is the issuer of the stock underlying the option. The IRS has also informally ruled that, in general, the issuers of purchased or written call and put options on securities, of long and short positions on futures contracts on securities and of options on such futures contracts are the issuers of the securities underlying such financial instruments where the instruments are traded on an exchange. 65 Where the writer of a listed call option owns the underlying securities, the IRS has ruled that the Asset Diversification Test will be applied solely to such securities and not to the value of the option itself. With respect to options on securities indexes, futures contracts on securities indexes and options on such futures contracts, the IRS has informally ruled that the issuers of such options and futures contracts are the separate entities whose securities are listed on the index, in proportion to the weighting of securities in the computation of the index. It is unclear under present law who should be treated as the issuer of forward foreign currency exchange contracts, of options on foreign currencies, or of foreign currency futures and related options. It has been suggested that the issuer in each case may be the foreign central bank or the foreign government backing the particular currency. Due to this uncertainty and because the Funds may not rely on informal rulings of the IRS, the Funds may find it necessary to seek a ruling from the IRS as to the application of the Asset Diversification Test to certain of the foregoing types of financial instruments or to limit its holdings of some or all such instruments in order to stay within the limits of such test. Under an IRS revenue procedure, a Fund may treat its position as lender under a repurchase agreement as a U.S. Government security for purposes of the Asset Diversification Test where the repurchase agreement is fully collateralized (under applicable SEC standards) with securities that constitute U.S. Government securities. If for any taxable year a Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions would be taxable as ordinary dividends to the extent of such Fund's current and accumulated earnings and profits. Such distributions would generally be eligible for the dividends received deduction (to the extent discussed below) in the case of corporate shareholders and would be included in the qualified dividend income of noncorporate shareholders. DETERMINATION OF TAXABLE INCOME OF A REGULATED INVESTMENT COMPANY. In general, gain or loss recognized by a Fund on the disposition of an asset will be a capital gain or loss. However, gain recognized on the disposition of a debt obligation purchased by a Fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount which accrued during the period of time the Fund held the debt obligation unless the Fund made an election to accrue market discount into income. If a Fund purchases a debt obligation that was originally issued at a discount, the Fund is generally required to include in gross income each year the portion of the original issue discount which accrues during such year. In addition, under the rules of Code Section 988, gain or loss recognized on the disposition of a debt obligation denominated in a foreign currency or an option with respect thereto (but only to the extent attributable to changes in foreign currency exchange rates), and gain or loss recognized on the disposition of a forward foreign currency contract or of foreign currency itself, will generally be treated as ordinary income or loss. In certain cases, a fund may make an election to treat such gain or loss as capital. Certain hedging transactions that may be engaged in by certain of the Funds (such as short sales "against the box") may be subject to special tax treatment as "constructive sales" under Section 1259 of the Code if a Fund holds certain "appreciated financial positions" (defined generally as any interest (including a futures or forward contract, short sale or option) with respect to stock, certain debt instruments, or partnership interests if there would be a gain were such interest sold, assigned, or otherwise terminated at its fair market value). Upon entering into a constructive sales transaction with respect to an appreciated financial position, a Fund will generally be deemed to have constructively sold such appreciated financial position and will recognize gain as if such position were sold, assigned, or otherwise terminated at its fair market value on the date of such constructive sale (and will take into account any gain for the taxable year which includes such date). Some of the forward foreign currency exchange contracts, options and futures contracts that certain of the Funds may enter into will be subject to special tax treatment as "Section 1256 contracts." Section 1256 contracts that a Fund holds are treated as if they are sold for their fair market value on the last business day of the taxable year, regardless of whether a taxpayer's obligations (or rights) under 66 such contracts have terminated (by delivery, exercise, entering into a closing transaction or otherwise) as of such date. Any gain or loss recognized as a consequence of the year-end deemed disposition of Section 1256 contracts is combined with any other gain or loss that was previously recognized upon the termination of Section 1256 contracts during that taxable year. The net amount of such gain or loss for the entire taxable year (including gain or loss arising as a consequence of the year-end deemed sale of such contracts) is deemed to be 60% long-term and 40% short-term gain or loss. However, in the case of Section 1256 contracts that are forward foreign currency exchange contracts, the net gain or loss is separately determined and (as discussed above) generally treated as ordinary income or loss. If such a future or option is held as an offsetting position and can be considered a straddle under Section 1092 of the Code, such a straddle will constitute a mixed straddle. A mixed straddle will be subject to both Section 1256 and Section 1092 unless certain elections are made by the Fund. Other hedging transactions in which the Funds may engage may result in "straddles" or "conversion transactions" for U.S. federal income tax purposes. The straddle and conversion transaction rules may affect the character of gains (or in the case of the straddle rules, losses) realized by the Funds. In addition, losses realized by the Funds on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. Because only a few regulations implementing the straddle rules and the conversion transaction rules have been promulgated, the tax consequences to the Funds of hedging transactions are not entirely clear. The hedging transactions may increase the amount of short-term capital gain realized by the Funds (and, if they are conversion transactions, the amount of ordinary income) which is taxed as ordinary income when distributed to shareholders. Because application of any of the foregoing rules governing Section 1256 contracts, constructive sales, straddle and conversion transactions may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected investment or straddle positions, the taxable income of a Fund may exceed or be less than its book income. Accordingly, the amount which must be distributed to shareholders and which will be taxed to shareholders as ordinary income, qualified dividend income, or long-term capital gain may also differ from the book income of the Fund and may be increased or decreased as compared to a fund that did not engage in such transactions. PFIC INVESTMENTS. The Funds are permitted to invest in foreign equity securities and thus may invest in stocks of foreign companies that are classified under the Code as passive foreign investment companies ("PFICs"). In general, a foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. The application of the PFIC rules may affect, among other things, the character of gain, the amount of gain or loss and the timing of the recognition and character of income with respect to PFIC stock, as well as subject the Funds themselves to tax on certain income from PFIC stock. For these reasons the amount that must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC stock. SWAP AGREEMENTS AND CREDIT DEFAULT SWAP AGREEMENTS. Each Fund may enter into swap agreements and may also enter into credit default swap agreements as permitted by each Fund's prospectus. Certain requirements that must be met under the Code in order for a Fund to qualify as a regulated investment company may limit the extent to which a Fund will be able to engage in certain types of swap agreements and credit default swap agreements. Moreover, the rules governing the tax aspects of certain types of these agreements are in a developing stage and are not entirely clear in certain respects. Accordingly, while a Fund intends to account for such transactions in a manner deemed to be appropriate, the IRS might not accept such treatment. If it did not, the status of a Fund as a regulated investment company might be affected. Each Fund intends to monitor developments in this area. EXCISE TAX ON REGULATED INVESTMENT COMPANIES. A 4% non-deductible excise tax is imposed on a regulated investment company that fails to distribute in each calendar year an amount equal to 98% 67 of ordinary taxable income for the calendar year and 98% of capital gain net income (excess of capital gains over capital losses) for the one-year period ended on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year (a "taxable year election")). The balance of such income must be distributed during the next calendar year. For the foregoing purposes, a regulated investment company is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year. For purposes of the excise tax, a regulated investment company shall (1) reduce its capital gain net income (but not below its net capital gain) by the amount of any net ordinary loss for the calendar year and (2) exclude Section 988 foreign currency gains and losses incurred after October 31 (or after the end of its taxable year if it has made a taxable year election) in determining the amount of ordinary taxable income for the current calendar year (and, instead, include such gains and losses in determining ordinary taxable income for the succeeding calendar year). Each Fund generally intends to make sufficient distributions or deemed distributions of its ordinary taxable income and capital gain net income prior to the end of each calendar year to avoid liability for the excise tax. However, in the event that the IRS determines that a Fund is using an improper method of allocation for purposes of equalization accounting (as discussed above), such Fund may be liable for excise tax. Moreover, investors should note that a Fund may in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid excise tax liability. In addition, under certain circumstances, a Fund may elect to pay a minimal amount of excise tax. FUND DISTRIBUTIONS. Each Fund anticipates distributing substantially all of its investment company taxable income for each taxable year. Such distributions will be taxable to shareholders as ordinary income and treated as dividends for federal income tax purposes, but they will only qualify for the 70% dividends received deduction for corporations and as qualified dividend income for individuals and other non-corporate taxpayers to the extent discussed below, and to the extent that shareholders have held their fund shares for a minimum required period. A Fund may either retain or distribute to shareholders its net capital gain (net long-term capital gain over net short-term capital loss) for each taxable year. Each Fund currently intends to distribute any such amounts. If net capital gain is distributed and designated as a capital gain dividend, it will be taxable to shareholders as long-term capital gain (currently taxable at a maximum rate of 15% or 25% for noncorporate shareholders) regardless of the length of time the shareholder has held his shares or whether such gain was recognized by the Fund prior to the date on which the shareholder acquired his shares. Conversely, if a Fund elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available capital loss carry forward) at the 35% corporate tax rate. If a Fund elects to retain its net capital gain, it is expected that the Fund also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit. Subject to applicable Code limitations, each Fund will be allowed to take into account a net capital loss (excess of losses over gains from the sale of capital assets) from a prior taxable year as a short-term capital loss for the current taxable year in determining its investment company taxable income and net capital gain. Ordinary income dividends paid by a Fund with respect to a taxable year will qualify for the 70% dividends received deduction generally available to corporations to the extent of the amount of qualifying dividends received by the Fund from domestic corporations for the taxable year. Ordinary income dividends paid by a Fund to individuals and other noncorporate taxpayers will be treated as qualified dividend income that is subject to tax at a maximum rate of 15% to the extent of the amount of qualifying dividends received by the Fund from domestic corporations and from foreign 68 corporations that are either incorporated in a possession of the United States, or are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program. In addition, qualifying dividends include dividends paid with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Dividends received by the Fund from PFICs are not qualifying dividends. If the qualifying dividend income received by a Fund is equal to 95% (or a greater percentage) of the Fund's gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income. Dividends paid by a Fund will not be eligible for the dividends received deduction when received by a corporation that has not held its shares of the Fund for at least 46 days during the 91-day period beginning 45 days before the date on which the shares become ex-dividend and will not be treated as qualified dividend income when received by an individual or other noncorporate shareholder who has not held its shares of the Fund for at least 61 days during the 121-day period beginning 60 days before the date on which the shares become ex-dividend. Alternative minimum tax ("AMT") is imposed in addition to, but only to the extent it exceeds, the regular tax and is computed at a maximum rate of 28% for non-corporate taxpayers and 20% for corporate taxpayers on the excess of the taxpayer's alternative minimum taxable income ("AMTI") over an exemption amount. However, the AMT on capital gain dividends and qualified dividend income paid by a Fund to a noncorporate shareholder may not exceed a maximum rate of 15%. The AMT applicable to corporations may reduce the value of dividends received deduction. However, certain small corporations are wholly exempt from the AMT. Distributions by a Fund that are not made from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder's tax basis in his shares; any excess will be treated as gain from the sale of his shares. Distributions by a Fund will be treated in the manner described above regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another Fund). Shareholders receiving a distribution in the form of additional shares will be treated as receiving a distribution in an amount equal to the fair market value of the shares received, determined as of the ex-dividend date. Ordinarily, shareholders are required to take distributions by a Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS. If the net asset value of shares is reduced below a shareholder's cost as a result of a distribution by a Fund, such distribution generally will be taxable even though it represents a return of invested capital. Investors should be careful to consider the tax implications of buying shares of a Fund just prior to a distribution. The price of shares purchased at this time may reflect the amount of the forthcoming distribution. Those purchasing just prior to a distribution will receive a distribution which generally will be taxable to them. SALE OR REDEMPTION OF SHARES. A shareholder will recognize gain or loss on the sale or redemption of shares of a Fund in an amount equal to the difference between the proceeds of the sale or redemption and the shareholder's adjusted tax basis in the shares. All or a portion of any loss so recognized may be deferred under the wash sale rules if the shareholder purchases other shares of the Fund within 30 days before or after the sale or redemption. In general, any gain or loss arising from (or treated as arising from) the sale or redemption of shares of a Fund will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one year. Currently, any long-term capital gain recognized by a non-corporate shareholder will be subject to tax at a maximum rate 69 of 15%. However, any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on such shares. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a non-corporate taxpayer, $3,000 of ordinary income. AIS may provide Fund shareholders with information concerning the average cost basis of their shares in order to help them calculate their gain or loss from a sale or redemption. This information is supplied as a convenience to shareholders and will not be reported to the IRS. Although the IRS permits the use of several methods to determine the cost basis of mutual fund shares, the cost basis information provided by the AIS will be calculated using only the single-category average cost method. Neither AIS nor a Fund recommends any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. Even if you have reported gains or losses for a Fund in past years using another method of basis determination, you may be able to use the average cost method for determining gains or losses in the current year. However, once you have elected to use the average cost method, you must continue to use it unless you apply to the IRS for permission to change methods. If a shareholder (a) incurs a sales load in acquiring shares of a Fund, (b) disposes of such shares less than 91 days after they are acquired, and (c) subsequently acquires shares of the Fund or another fund at a reduced sales load pursuant to a right to reinvest at such reduced sales load acquired in connection with the acquisition of the shares disposed of, then the sales load on the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently acquired) shall not be taken into account in determining gain or loss on the shares disposed of, but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment. BACKUP WITHHOLDING. The Funds may be required to withhold 28% of taxable distributions and/or redemption payments. For more information refer to "Purchase, Redemption and Pricing of Shares - Backup Withholding". FOREIGN SHAREHOLDERS. Taxation of a shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, foreign corporation, or foreign partnership ("foreign shareholder"), depends on whether the income from a Fund is "effectively connected" with a U.S. trade or business carried on by such shareholder. If the income from a Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, distributions (other than distributions of long-term capital gain) will be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount of the distribution. Such a foreign shareholder would generally be exempt from U.S. federal income tax on gain realized on the redemption of shares of a Fund, capital gain dividends and amounts retained by a Fund that are designated as undistributed net capital gain. As a consequence of the enactment of the American Jobs Creation Act of 2004, such a foreign shareholder will also generally be exempt from U.S. federal income tax on distributions that a Fund designates as "short-term capital gain dividends" or as "interest-related dividends" for Fund taxable years beginning after December 31, 2004 and before January 1, 2008, and foreign shareholders may obtain refunds of tax withheld from amounts so designated by filing a United States tax return. The aggregate amount that may be designated as short-term capital gain dividends for a Fund's taxable year is generally equal to the excess (if any) of the Fund's net short-term capital gain (including short term capital gain dividends received from another regulated investment company) over its net long-term capital loss. The aggregate amount designated as interest-related dividends for any Fund taxable year is generally limited to the excess of the amount of "qualified interest income" of the Fund over allocable expenses. Qualified interest income is generally equal to the sum of a Fund's U.S.-source income that constitutes (1) bank deposit interest; (2) short-term original issue discount that is exempt from withholding tax; (3) interest on a debt obligation which is in registered form, unless it is earned on a debt obligation issued by a corporation or partnership in which the Fund holds a 10-percent ownership interest or its payment is contingent on certain events; and (4) interest-related dividends received from another regulated investment company. 70 The Funds do not intend to designate any distributions made after December 31, 2006, as short-term capital gain dividends or interest-related dividends. If the income from a Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends, short-term capital gain dividends, interest-related dividends and any gains realized upon the sale or redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations. In the case of foreign non-corporate shareholders, a Fund may be required to withhold U.S. federal income tax at a rate of 28% on distributions that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate) unless such shareholders furnish the Fund with proper notification of their foreign status. Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from the Foreign Tax Election, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them. Foreign persons who file a United States tax return to obtain a U.S. tax refund and who are not eligible to obtain a social security number must apply to the IRS for an individual taxpayer identification number, using IRS Form W-7. For a copy of the IRS Form W-7 and accompanying instructions, please contact your tax advisor or the IRS. Transfers by gift of shares of a Fund by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a foreign shareholder will nevertheless be subject to U.S. federal estate tax with respect to shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exception applies. In the absence of a treaty, there is a $13,000 statutory estate tax credit. Estates of non-resident alien shareholders dying after December 31, 2004 and before January 1, 2008 will be able to exempt from federal estate tax the proportion of the value of a Fund's shares attributable to "qualifying assets" held by the Fund at the end of the quarter immediately preceding the non-resident alien shareholder's death (or such other time as the IRS may designate in regulations). Qualifying assets include bank deposits and other debt obligations that pay interest or accrue original issue discount that is exempt from withholding tax, debt obligations of a domestic corporation that are treated as giving rise to foreign source income, and other investments that are not treated for tax purposes as being within the United States. Shareholders will be advised annually of the portion of a Fund's assets that constituted qualifying assets at the end of each quarter of its taxable year. The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Foreign shareholders are urged to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Fund, including the applicability of foreign tax. FOREIGN INCOME TAX. Investment income received by each Fund from sources within foreign countries may be subject to foreign income tax withheld at the source, and the amount of tax withheld will generally be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign countries which entitle the Funds to a reduced rate of, or exemption from, tax on such income. It is impossible to determine the effective rate of foreign tax in advance since the amount of a Fund's assets to be invested in various countries is not known. If more than 50% of the value of a Fund's total assets at the close of each taxable year consists of the stock or securities of foreign corporations, the Fund may elect to "pass through" to the Fund's shareholders the amount of foreign income tax paid by the Fund (the "Foreign Tax Election") in lieu of deducting such amount in determining its investment company taxable income. Pursuant to the Foreign Tax Election, shareholders will be required (i) to include in gross income, even though not actually received, their respective pro-rata shares of the foreign income tax paid by the Fund that are attributable 71 to any distributions they receive; and (ii) either to deduct their pro-rata share of foreign tax in computing their taxable income, or to use it (subject to various Code limitations) as a foreign tax credit against Federal income tax (but not both). No deduction for foreign tax may be claimed by a non-corporate shareholder who does not itemize deductions or who is subject to alternative minimum tax. Unless certain requirements are met, a credit for foreign tax is subject to the limitation that it may not exceed the shareholder's U.S. tax (determined without regard to the availability of the credit) attributable to the shareholder's foreign source taxable income. In determining the source and character of distributions received from a Fund for this purpose, shareholders will be required to allocate Fund distributions according to the source of the income realized by the Fund. Each Fund's gain from the sale of stock and securities and certain currency fluctuation gain and loss will generally be treated as derived from U.S. sources. In addition, the limitation on the foreign tax credit is applied separately to foreign source "passive" income, such as dividend income, and the portion of foreign source income consisting of qualified dividend income is reduced by approximately 57% to account for the tax rate differential. Individuals who have no more than $300 ($600 for married persons filing jointly) of creditable foreign tax included on Form 1099 and whose foreign source income is all "qualified passive income" may elect each year to be exempt from the foreign tax credit limitation and will be able to claim a foreign tax credit without filing Form 1116 with its corresponding requirement to report income and tax by country. Moreover, no foreign tax credit will be allowable to any shareholder who has not held his shares of the Fund for at least 16 days during the 30-day period beginning 15 days before the day such shares become ex-dividend with respect to any Fund distribution to which foreign income taxes are attributed (taking into account certain holding period reduction requirements of the Code). Because of these limitations, shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by a Fund. EFFECT OF FUTURE LEGISLATION; LOCAL TAX CONSIDERATIONS. The foregoing general discussion of U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on February 20, 2007. Future legislative or administrative changes or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein. Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholder's particular situation. Non-U.S. shareholders may be subject to U.S. tax rules that differ significantly from those summarized above. Shareholders are urged to consult their tax advisers as to the consequences of these and other state and local tax rules affecting investment in the Funds. DISTRIBUTION OF SECURITIES DISTRIBUTION PLANS The Trust has adopted distribution plans pursuant to Rule 12b-1 under the 1940 Act with respect to each Fund's Class A shares, Class B shares, Class C shares, Class R shares and Investor Class shares, if applicable (collectively the "Plans"). Each Fund, pursuant to its Class A, Class B, Class C and Class R Planspays AIM Distributors compensation at the annual rate, shown immediately below, of the Fund's average daily net assets of the applicable class.
FUND CLASS A CLASS B CLASS C CLASS R - ---- ------- ------- ------- ------- AIM Capital Development Fund 0.25% 1.00% 1.00% 0.50% AIM Charter Fund 0.25% 1.00% 1.00% 0.50%
72 AIM Constellation Fund 0.25% 1.00% 1.00% 0.50% AIM Diversified Dividend Fund 0.25% 1.00% 1.00% 0.50% AIM Large Cap Basic Value Fund 0.25% 1.00% 1.00% 0.50% AIM Large Cap Growth Fund 0.25% 1.00% 1.00% 0.50%
AIM Capital Development Fund and AIM Large Cap Basic Value Fund, pursuant to its Investor Class Plan, pays AIM Distributors compensation at the annual rate of 0.25% of the Fund's average daily net assets of its Investor Class Shares. AIM Diversified Dividend Fund and AIM Large Cap Growth Fund, pursuant to its Investor Class Plan, pays AIM Distributors an amount necessary to reimburse AIM Distributors for its actual allocated share of expenses incurred pursuant to the Investor Class Plan for the period, up to a maximum annual rate of 0.25% of the Fund's average daily net assets of its Investor Class shares. All of the Plans compensate or reimburse AIM Distributors, as applicable, for the purpose of financing any activity which is primarily intended to result in the sale of shares of the Funds. Such activities include, but are not limited to, the following: printing of prospectuses and statements of additional information and reports for other than existing shareholders; overhead; preparation and distribution of advertising material and sales literature; expenses of organizing and conducting sales seminars; supplemental payments to dealers and other institutions such as asset-based sales charges or as payments of service fees under shareholder service arrangements; and costs of administering each Plan. Amounts payable by a Fund under the Class A, Class B, Class C and Class R Plans and amounts payable by AIM Capital Development Fund and AIM Large Cap Basic Value Fund, under its Investor Class Plan need not be directly related to the expenses actually incurred by AIM Distributors on behalf of each Fund. These Plans do not obligate the Funds to reimburse AIM Distributors for the actual allocated share of expenses AIM Distributors may incur in fulfilling its obligations under these Plans. Thus, even if AIM Distributors' actual allocated share of expenses exceeds the fee payable to AIM Distributors at any given time, under these Plans, the Funds will not be obligated to pay more than that fee. If AIM Distributors' actual allocated share of expenses is less than the fee it receives, under these Plans, AIM Distributors will retain the full amount of the fee. Amounts payable by AIM Diversified Dividend Fund and AIM Large Cap Growth Fund under their Investor Class Plans are directly related to the expenses incurred by AIM Distributors on behalf of each Fund, as these Plans obligate each Fund to reimburse AIM Distributors for their actual allocated share of expenses incurred pursuant to the Investor Class Plan for the period, up to a maximum annual rate of 0.25% of the average daily net assets of the Investor Class shares of each Fund. If AIM Distributors' actual allocated share of expenses incurred pursuant to the Investor Class Plan for the period exceeds the 0.25% annual cap, under this Plan AIM Diversified Dividend Fund and AIM Large Cap Growth Fund will not be obligated to pay more than the 0.25% annual cap. If AIM Distributors' actual allocated share of expenses incurred pursuant to the Investor Class Plan for the period is less than the 0.25% annual cap, under this Plan AIM Distributors is entitled to be reimbursed only for its actual allocated share of expenses. AIM Distributors may from time to time waive or reduce any portion of its 12b-1 fee for Class A, Class C, Class R or Investor Class shares. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, AIM Distributors will retain its ability to be reimbursed for such fee prior to the end of each fiscal year. Contractual fee waivers or reductions set forth in the Fee Table in a Prospectus may not be terminated or amended to the Funds' detriment during the period stated in the agreement between AIM Distributors and the Fund. The Funds may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B, Class C, Class R and Investor Class shares attributable to the customers of selected dealers and financial institutions to such dealers and financial institutions, including AIM Distributors, acting as 73 principal, who furnish continuing personal shareholder services to their customers who purchase and own the applicable class of shares of the Fund. Under the terms of a shareholder service agreement, such personal shareholder services include responding to customer inquiries and providing customers with information about their investments. Any amounts not paid as a service fee under each Plan would constitute an asset-based sales charge. AIM Distributors may pay dealers and institutions who sell Class R shares an annual fee of 0.50% of average daily net assets. These payments will consist of an asset-based fee of 0.25% and a service fee of 0.25% and will commence either on the thirteenth month after the first purchase, on accounts on which a dealer concession was paid, or immediately, on accounts on which a dealer concession was not paid. If AIM Distributors pays a dealer concession, it will retain all payments received by it relating to Class R shares for the first year after they are purchased. AIM Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class R shares which are attributable to shareholders for whom the dealers and institutions are designated as dealers of record. Under a Shareholder Service Agreement, a Fund agrees to pay periodically fees to selected dealers and other institutions who render the foregoing services to their customers. The fees payable under a Shareholder Service Agreement will be calculated at the end of each payment period for each business day of the Funds during such period at the annual rate specified in each agreement based on the average daily net asset value of the Funds' shares purchased or acquired through exchange. Fees shall be paid only to those selected dealers or other institutions who are dealers or institutions of record at the close of business on the last business day of the applicable payment period for the account in which such Fund's shares are held. Selected dealers and other institutions entitled to receive compensation for selling Fund shares may receive different compensation for selling shares of one particular class over another. Under the Plans, certain financial institutions which have entered into service agreements and which sell shares of the Funds on an agency basis, may receive payments from the Funds pursuant to the respective Plans. AIM Distributors does not act as principal, but rather as agent for the Funds, in making dealer incentive and shareholder servicing payments to dealers and other financial institutions under the Plans. These payments are an obligation of the Funds and not of AIM Distributors. Payments pursuant to the Plans are subject to any applicable limitations imposed by rules of the NASD. See Appendix M for a list of the amounts paid by each class of shares of each Fund to AIM Distributors pursuant to the Plans for the year, or period, ended October 31, 2006 and Appendix N for an estimate by category of the allocation of actual fees paid by each class of shares of each Fund pursuant to its respective distribution plan for the year or period ended October 31, 2006. As required by Rule 12b-1, the Plans and related forms of Shareholder Service Agreements were approved by the Board, including a majority of the trustees who are not "interested persons" (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plans or in any agreements related to the Plans (the "Rule 12b-1 Trustees"). In approving the Plans in accordance with the requirements of Rule 12b-1, the trustees considered various factors and determined that there is a reasonable likelihood that the Plans would benefit each class of the Funds and its respective shareholders. The anticipated benefits that may result from the Plans with respect to each Fund and/or the classes of each Fund and its shareholders include but are not limited to the following: (1) rapid account access; (2) relatively predictable flow of cash; and (3) a well-developed, dependable network of shareholder service agents to help to curb sharp fluctuations in rates of redemptions and sales, thereby reducing the chance that an unanticipated increase in net redemptions could adversely affect the performance of each Fund. 74 Unless terminated earlier in accordance with their terms, the Plans continue from year to year as long as such continuance is specifically approved, in person, at least annually by the Board, including a majority of the Rule 12b-1 Trustees. A Plan may be terminated as to any Fund or class by the vote of a majority of the Rule 12b-1 Trustees or, with respect to a particular class, by the vote of a majority of the outstanding voting securities of that class. Any change in the Plans that would increase materially the distribution expenses paid by the applicable class requires shareholder approval; otherwise, the Plans may be amended by the trustees, including a majority of the Rule 12b-1 Trustees, by votes cast in person at a meeting called for the purpose of voting upon such amendment. As long as the Plans are in effect, the selection or nomination of the Independent Trustees is committed to the discretion of the Independent Trustees. The Class B Plan obligates Class B shares to continue to make payments to AIM Distributors following termination of the Class B shares Distribution Agreement with respect to Class B shares sold by or attributable to the distribution efforts of AIM Distributors or its predecessors, unless there has been a complete termination of the Class B Plan (as defined in such Plan) and the Class B Plan expressly authorizes AIM Distributors to assign, transfer or pledge its rights to payments pursuant to the Class B Plan. DISTRIBUTOR The Trust has entered into master distribution agreements, as amended, relating to the Funds (the "Distribution Agreements") with AIM Distributors, a registered broker-dealer and a wholly owned subsidiary of AIM, pursuant to which AIM Distributors acts as the distributor of shares of the Funds. The address of AIM Distributors is P.O. Box 4739, Houston, Texas 77210-4739. Certain trustees and officers of the Trust are affiliated with AIM Distributors. See "Management of the Trust." The Distribution Agreements provide AIM Distributors with the exclusive right to distribute shares of the Funds on a continuous basis directly and through other broker-dealers with whom AIM Distributors has entered into selected dealer agreements. AIM Distributors has not undertaken to sell any specified number of shares of any classes of the Funds. AIM Distributors expects to pay sales commissions from its own resources to dealers and institutions who sell Class B and Class C shares of the Funds at the time of such sales. Payments with respect to Class B shares will equal 4.00% of the purchase price of the Class B shares sold by the dealer or institution, and will consist of a sales commission equal to 3.75% of the purchase price of the Class B shares sold plus an advance of the first year service fee of 0.25% with respect to such shares. The portion of the payments to AIM Distributors under the Class B Plan which constitutes an asset-based sales charge (0.75%) is intended in part to permit AIM Distributors to recoup a portion of such sales commissions plus financing costs. In the future, if multiple distributors serve a Fund, each such distributor (or its assignee or transferee) would receive a share of the payments under the Class B Plan based on the portion of the Fund's Class B shares sold by or attributable to the distribution efforts of that distributor. AIM Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the AIM Funds at the time of such sales. Payments with respect to Class C shares will equal 1.00% of the purchase price of the Class C shares sold by the dealer or institution, and will consist of a sales commission of 0.75% of the purchase price of the Class C shares sold plus an advance of the first year service fee of 0.25% with respect to such shares. AIM Distributors will retain all payments received by it relating to Class C shares for the first year after they are purchased. The portion of the payments to AIM Distributors under the Class C Plan which constitutes an asset-based sales charge (0.75%) is intended in part to permit AIM Distributors to recoup a portion of the sales commissions to dealers plus financing costs, if any. After the first full year, AIM Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class C shares which are attributable to 75 shareholders for whom the dealers and institutions are designated as dealers of record. These payments will consist of an asset-based sales charge of 0.75% and a service fee of 0.25%. The Trust (on behalf of any class of any Fund) or AIM Distributors may terminate the Distribution Agreements on 60 days' written notice without penalty. The Distribution Agreements will terminate automatically in the event of their assignment. In the event the Class B shares Distribution Agreement is terminated, AIM Distributors would continue to receive payments of asset-based distribution fees in respect of the outstanding Class B shares attributable to the distribution efforts of AIM Distributors or its predecessors; provided, however that a complete termination of the Class B Plan (as defined in such Plan) would terminate all payments to AIM Distributors. Termination of the Class B Plan or the Distribution Agreement for Class B shares would not affect the obligation of Class B shareholders to pay CDSCs. Total sales charges (front end and CDSCs) paid in connection with the sale of shares of each class of each Fund, if applicable, for the last three fiscal years ended October 31 are found in Appendix O. FINANCIAL STATEMENTS Each Fund's financial statements for the period ended October 31, 2006, including the Financial Highlights and the report of the independent registered public accounting firm pertaining thereto, are incorporated by reference into this Statement of Additional Information ("SAI") from such Fund's Annual Report to shareholders contained in the Trust's Form N-CSR filed on January 5, 2007. The portions of such Annual Reports that are not specifically listed above are not incorporated by reference into this SAI and are not a part of this Registration Statement. PENDING LITIGATION Regulatory Action Alleging Market Timing On August 30, 2005, the West Virginia Office of the State Auditor - Securities Commission ("WVASC") issued a Summary Order to Cease and Desist and Notice of Right to Hearing to AIM and ADI (Order No. 05-1318). The WVASC makes findings of fact that AIM and ADI entered into certain arrangements permitting market timing of the AIM Funds and failed to disclose these arrangements in the prospectuses for such Funds, and conclusions of law to the effect that AIM and ADI violated the West Virginia securities laws. The WVASC orders AIM and ADI to cease any further violations and seeks to impose monetary sanctions, including restitution to affected investors, disgorgement of fees, reimbursement of investigatory, administrative and legal costs and an "administrative assessment," to be determined by the Commissioner. Initial research indicates that these damages could be limited or capped by statute. Private Civil Actions Alleging Market Timing Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, certain AIM Funds, INVESCO Funds Group, Inc., the former investment advisor to certain AIM Funds ("IFG"), AIM, AIM Management, AMVESCAP PLC ("AMVESCAP"), the parent company of IFG and AIM, certain related entities, certain of their current and former officers and/or certain unrelated third parties) based on allegations of improper market timing and related activity in the AIM Funds. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal and state securities laws; (ii) violation of various provisions of ERISA; (iii) breach of fiduciary duty; and/or (iv) breach of contract. These lawsuits were initiated in both Federal and state courts and seek such remedies as compensatory damages; restitution; injunctive relief; disgorgement of management fees; imposition of a 76 constructive trust; removal of certain directors and/or employees; various corrective measures under ERISA; rescission of certain Funds' advisory agreements; interest; and attorneys' and experts' fees. A list identifying such lawsuits (excluding those lawsuits that have been recently transferred as mentioned herein) that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived is set forth in Appendix P-1. All lawsuits based on allegations of market timing, late trading, and related issues have been transferred to the United States District Court for the District of Maryland (the "MDL Court") for consolidated or coordinated pre-trial proceedings. Pursuant to an Order of the MDL Court, plaintiffs in these lawsuits consolidated their claims for pre-trial purposes into three amended complaints against various AIM- and IFG-related parties. A list identifying the amended complaints in the MDL Court is included in Appendix P-1. Plaintiffs in two of the underlying lawsuits transferred to the MDL Court continue to seek remand of their action to state court. These lawsuits are identified in Appendix P-1. Private Civil Actions Alleging Improper Use of Fair Value Pricing Multiple civil class action lawsuits have been filed against various parties (including, depending on the lawsuit, certain AIM Funds, IFG and/or AIM) alleging that certain AIM Funds inadequately employed fair value pricing. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violations of various provisions of the Federal securities laws; (ii) common law breach of duty; and (iii) common law negligence and gross negligence. These lawsuits have been filed in both Federal and state courts and seek such remedies as compensatory and punitive damages; interest; and attorneys' fees and costs. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived is set forth in Appendix P-2. Private Civil Actions Alleging Improper Mutual Fund Sales Practices and Directed-Brokerage Arrangements Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, AIM Management, IFG, AIM, AIM Investment Services, Inc. ("AIS") and/or certain of the trustees of the AIM Funds) alleging that the defendants improperly used the assets of the AIM Funds to pay brokers to aggressively promote the sale of the AIM Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal securities laws; (ii) breach of fiduciary duty; and (iii) aiding and abetting a breach of fiduciary duty. These lawsuits have been filed in Federal courts and seek such remedies as compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived is set forth in Appendix P-3. 77 APPENDIX A RATINGS OF DEBT SECURITIES The following is a description of the factors underlying the debt ratings of Moody's, S&P and Fitch: MOODY'S LONG-TERM DEBT RATINGS Moody's corporate ratings are as follows: AAA: Bonds and preferred stock which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt-edged." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. AA: Bonds and preferred stock which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. These are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk in Aa rated bonds appear somewhat larger than those securities rated Aaa. A: Bonds and preferred stock which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future. BAA: Bonds and preferred stock which are rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. BA: Bonds and preferred stock which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B: Bonds and preferred stock which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. CAA: Bonds and preferred stock which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. CA: Bonds and preferred stock which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C: Bonds and preferred stock which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing. Note: Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating A-1 category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. MOODY'S SHORT-TERM PRIME RATING SYSTEM Moody's short-term ratings are opinions of the ability of issuers to honor senior financial obligations and contracts. Such obligations generally have an original maturity not exceeding one year, unless explicitly noted. Moody's employs the following designations, all judged to be investment grade, to indicate the relative repayment ability of rated issuers. PRIME-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability for repayment of senior short-term obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity. PRIME-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained. PRIME-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability for repayment of senior short-term debt obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained. NOT PRIME: Issuers rated Not Prime do not fall within any of the Prime rating categories. Note: In addition, in certain countries the prime rating may be modified by the issuer's or guarantor's senior unsecured long-term debt rating. Moody's municipal ratings are as follows: MOODY'S U.S. LONG-TERM MUNICIPAL BOND RATING DEFINITIONS Municipal ratings are opinions of the investment quality of issuers and issues in the US municipal and tax-exempt markets. As such, these ratings incorporate Moody's assessment of the default probability and loss severity of these issuers and issues. Municipal Ratings are based upon the analysis of four primary factors relating to municipal finance: economy, debt, finances, and administration/management strategies. Each of the factors is evaluated individually and for its effect on the other factors in the context of the municipality's ability to repay its debt. AAA: Issuers or issues rated Aaa demonstrate the strongest creditworthiness relative to other US municipal or tax-exempt issuers or issues. AA: Issuers or issues rated Aa demonstrate very strong creditworthiness relative to other US municipal or tax-exempt issuers or issues. A-2 A: Issuers or issues rated A present above-average creditworthiness relative to other US municipal or tax-exempt issuers or issues. BAA: Issuers or issues rated Baa represent average creditworthiness relative to other US municipal or tax-exempt issuers or issues. BA: Issuers or issues rated Ba demonstrate below-average creditworthiness relative to other US municipal or tax-exempt issuers or issues. B: Issuers or issues rated B demonstrate weak creditworthiness relative to other US municipal or tax-exempt issuers or issues. CAA: Issuers or issues rated Caa demonstrate very weak creditworthiness relative to other US municipal or tax-exempt issuers or issues. CA: Issuers or issues rated Ca demonstrate extremely weak creditworthiness relative to other US municipal or tax-exempt issuers or issues. C: Issuers or issues rated C demonstrate the weakest creditworthiness relative to other US municipal or tax-exempt issuers or issues. Note: Also, Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa to Caa. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic category. MOODY'S MIG/VMIG US SHORT-TERM RATINGS In municipal debt issuance, there are three rating categories for short-term obligations that are considered investment grade. These ratings are designated as Moody's Investment Grade (MIG) and are divided into three levels - MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The first element represents Moody's evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody's evaluation of the degree of risk associated with the demand feature, using the MIG rating scale. The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1. MIG ratings expire at note maturity. By contrast, VMIG rating expirations will be a function of each issue's specific structural or credit features. Gradations of investment quality are indicated by rating symbols, with each symbol representing a group in which the quality characteristics are broadly the same. MIG 1/VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing. MIG 2/VMIG 2: This designation denotes strong credit quality. Margins of protection are ample although not as large as in the preceding group. A-3 MIG 3/VMIG 3: This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established. SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection. STANDARD & POOR'S LONG-TERM CORPORATE AND MUNICIPAL RATINGS Issue credit ratings are based in varying degrees, on the following considerations: likelihood of payment - capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; nature of and provisions of the obligation; and protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights. The issue ratings definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. S&P describes its ratings for corporate and municipal bonds as follows: AAA: Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong. AA: Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in a small degree. A: Debt rated A has a strong capacity to meet its financial commitments although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. BBB: Debt rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to meet its financial commitment on the obligation. BB-B-CCC-CC-C: Debt rated BB, B, CCC, CC and C is regarded as having significant speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions. NR: Not Rated. S&P DUAL RATINGS S&P assigns "dual" ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term debt rating symbols are used for bonds to denote the long-term maturity and the commercial paper rating symbols for the put option (for example, AAA/A-1+). With short-term demand debt, the note rating symbols are used with the commercial paper rating symbols (for example, SP-1+/A-1+). A-4 S&P COMMERCIAL PAPER RATINGS An S&P commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days. These categories are as follows: A-1: This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation. A-2: Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1. A-3: Issues carrying this designation have adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations. B: Issues rated 'B' are regarded as having only speculative capacity for timely payment. C: This rating is assigned to short-term debt obligations with a doubtful capacity for payment. D: Debt rated 'D' is in payment default. The 'D' rating category is used when interest payments or principal payments are not made on the date due, even if the applicable grace period has not expired, unless Standard & Poor's believes such payments will be made during such grace period. S&P SHORT-TERM MUNICIPAL RATINGS An S&P note rating reflect the liquidity factors and market-access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment: amortization schedule (the larger the final maturity relative to other maturities, the more likely it will be treated as a note); and source of payment (the more dependant the issue is on the market for its refinancing, the more likely it will be treated as a note). Note rating symbols are as follows: SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation. SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes. SP-3: Speculative capacity to pay principal and interest. FITCH LONG-TERM CREDIT RATINGS Fitch Ratings provides an opinion on the ability of an entity or of a securities issue to meet financial commitments, such as interest, preferred dividends, or repayment of principal, on a timely basis. These credit ratings apply to a variety of entities and issues, including but not limited to sovereigns, governments, structured financings, and corporations; debt, preferred/preference stock, bank loans, and counterparties; as well as the financial strength of insurance companies and financial guarantors. Credit ratings are used by investors as indications of the likelihood of getting their money back in accordance with the terms on which they invested. Thus, the use of credit ratings defines their function: "investment grade" ratings (international Long-term 'AAA' - 'BBB' categories; Short-term 'F1' - 'F3') A-5 indicate a relatively low probability of default, while those in the "speculative" or "non-investment grade" categories (international Long-term 'BB' - - 'D'; Short-term 'B' - 'D') either signal a higher probability of default or that a default has already occurred. Ratings imply no specific prediction of default probability. However, for example, it is relevant to note that over the long term, defaults on 'AAA' rated U.S. corporate bonds have averaged less than 0.10% per annum, while the equivalent rate for 'BBB' rated bonds was 0.35%, and for 'B' rated bonds, 3.0%. Fitch ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated. Entities or issues carrying the same rating are of similar but not necessarily identical credit quality since the rating categories do not fully reflect small differences in the degrees of credit risk. Fitch credit and research are not recommendations to buy, sell or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature of taxability of payments of any security. The ratings are based on information obtained from issuers, other obligors, underwriters, their experts, and other sources Fitch Ratings believes to be reliable. Fitch Ratings does not audit or verify the truth or accuracy of such information. Ratings may be changed or withdrawn as a result of changes in, or the unavailability of, information or for other reasons. Our program ratings relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues, i.e., those that are linked to the credit of a third party or linked to the performance of an index, ratings of these issues may deviate from the applicable program rating. Credit ratings do not directly address any risk other than credit risk. In particular, these ratings do not deal with the risk of loss due to changes in market interest rates and other market considerations. AAA: Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong capacity for timely payment of financial commitments, which is unlikely to be affected by foreseeable events. AA: Bonds considered to be investment grade and of very high credit quality. The obligor has a very strong capacity for timely payment of financial commitments which is not significantly vulnerable to foreseeable events. A: Bonds considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings. BBB: Bonds considered to be investment grade and of good credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances are more likely to impair this capacity. PLUS (+) MINUS (-): Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in the "AAA" category. NR: Indicates that Fitch does not rate the specific issue. WITHDRAWN: A rating will be withdrawn when an issue matures or is called or refinanced and at Fitch's discretion, when Fitch Ratings deems the amount of information available to be inadequate for ratings purposes. RATINGWATCH: Ratings are placed on RatingWatch to notify investors that there is a reasonable possibility of a rating change and the likely direction of such change. These are designated as "Positive," A-6 indicating a potential upgrade, "Negative," for potential downgrade, or "Evolving," if ratings may be raised, lowered or maintained. RatingWatch is typically resolved over a relatively short period. FITCH SPECULATIVE GRADE BOND RATINGS BB: Bonds are considered speculative. There is a possibility of credit risk developing, particularly as the result of adverse economic changes over time. However, business and financial alternatives may be available to allow financial commitments to be met. B: Bonds are considered highly speculative. Significant credit risk is present but a limited margin of safety remains. While bonds in this class are currently meeting financial commitments, the capacity for continued payment is contingent upon a sustained, favorable business and economic environment. CCC: Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. CC: Default of some kind appears probable. C: Bonds are in imminent default in payment of interest or principal. DDD, DD, AND D: Bonds are in default on interest and/or principal payments. Such bonds are extremely speculative and are valued on the basis of their prospects for achieving partial or full recovery value in liquidation or reorganization of the obligor. "DDD" represents the highest potential for recovery on these bonds, and "D" represents the lowest potential for recovery. PLUS (+) MINUS (-): Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in categories below CCC. FITCH SHORT-TERM CREDIT RATINGS The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 12 months for most obligations, or up to three years for U.S. public finance securities, and thus places greater emphasis on the liquidity necessary to meet financial commitments in a timely manner. F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment. F-1: Very Strong Credit Quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than issues rated "F-1+." F-2: Good Credit Quality. Issues assigned this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as in the case of the higher ratings. F-3: Fair Credit Quality. Issues assigned this rating have characteristics suggesting that the degree of assurance for timely payment is adequate, however, near-term adverse changes could result in a reduction to non-investment grade. B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions. C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment. D: Default. Issues assigned this rating are in actual or imminent payment default. A-7 APPENDIX B PERSONS TO WHOM AIM PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS (AS OF FEBRUARY 1, 2007)
SERVICE PROVIDER DISCLOSURE CATEGORY ---------------- ----------------------------------------- ABN AMRO Financial Services, Inc. Broker (for certain AIM funds) A.G. Edwards & Sons, Inc. Broker (for certain AIM funds) AIM Investment Services, Inc. Transfer Agent Anglemyer & Co. Analyst (for certain AIM funds) Ballard Spahr Andrews & Ingersoll, LLP Legal Counsel BB&T Capital Markets Broker (for certain AIM funds) Bear, Stearns Pricing Direct Pricing Vendor (for certain AIM funds) Belle Haven Investments L.P. Broker (for certain AIM funds) Bloomberg System Provider (for certain AIM funds) BOSC, Inc. Broker (for certain AIM funds) BOWNE & Co. Financial Printer Brown Brothers Harriman & Co. Securities Lender (for certain AIM funds) Cabrera Capital Markets Broker (for certain AIM funds) CENVEO Financial Printer Citigroup Global Markets Broker (for certain AIM funds) Classic Printers Inc. Financial Printer Coastal Securities, LP Broker (for certain AIM funds) Color Dynamics Financial Printer D.A. Davidson (formerly Kirkpatrick, Pettis, Smith, Pollian, Inc.) Broker (for certain AIM funds) Duncan-Williams, Inc. Broker (for certain AIM funds) Earth Color Houston Financial Printer EMCO Press Financial Printer Empirical Research Partners Analyst (for certain AIM funds) Fidelity Investments Broker (for certain AIM funds) First Albany Capital Broker (for certain AIM funds) First Tryon Securities Broker (for certain AIM funds) F T Interactive Data Corporation Pricing Vendor GainsKeeper Software Provider (for certain AIM funds) GCom2 Solutions Software Provider (for certain AIM funds) George K. Baum & Company Broker (for certain AIM funds) Glass, Lewis & Co. System Provider (for certain AIM funds) Global Trend Alert Analyst (for certain AIM funds) Grover Printing Financial Printer Gulfstream Graphics Corp. Financial Printer Hattier, Sanford & Reynoir Broker (for certain AIM funds) Howe Barnes Investments, Inc. Broker (for certain AIM funds) Hutchinson, Shockey, Erley & Co. Broker (for certain AIM funds) iMoneyNet Rating & Ranking Agency (for certain AIM funds) Infinity Web, Inc. Financial Printer Initram Data, Inc. Pricing Vendor Institutional Shareholder Services, Inc. Proxy Voting Service (for certain AIM funds) INVESCO Senior Secured Management System Provider (for certain AIM funds) ITG, Inc. Pricing Vendor (for certain AIM funds) J.P. Morgan Securities, Inc. Analyst (for certain AIM funds)
B-1
SERVICE PROVIDER DISCLOSURE CATEGORY ---------------- ----------------------------------------- JPMorgan Securities Inc.\Citigroup Global Markets Inc.\JPMorgan Chase Bank, N.A. Lender (for certain AIM funds) John Hancock Investment Management Services, LLC Sub-advisor (for certain sub-advised accounts) Jorden Burt LLP Special Insurance Counsel Kevin Dann & Partners Analyst (for certain AIM funds) Kramer, Levin Naftalis & Frankel LLP Legal Counsel Legg Mason Wood Walker Broker (for certain AIM funds) Lehman Brothers, Inc. Broker (for certain AIM funds) Lipper, Inc. Rating & Ranking Agency (for certain AIM funds) Loan Pricing Corporation Pricing Service (for certain AIM funds) Loop Capital Markets Broker (for certain AIM funds) MarkIt Valuations Ltd. Pricing Vendor (for certain AIM funds) McDonald Investments Inc. Broker (for certain AIM funds) Merrill Corporation Financial Printer Mesirow Financial, Inc. Broker (for certain AIM funds) Moody's Investors Service Rating & Ranking Agency (for certain AIM funds) Moore Wallace North America Financial Printer Morgan Keegan & Company, Inc. Broker (for certain AIM funds) Morrison Foerster LLP Legal Counsel M.R. Beal Broker (for certain AIM funds) MS Securities Services, Inc. and Morgan Stanley & Co. Incorporated Securities Lender (for certain AIM funds) Muzea Insider Consulting Services, LLC Analyst (for certain AIM funds) Noah Financial, LLC Analyst (for certain AIM funds) OMGEO/Oasys Trading System Page International Financial Printer Piper Jaffray Analyst (for certain AIM funds) Piper Jaffray &Co. Broker (for certain AIM funds) PricewaterhouseCoopers LLP Independent Registered Public Accounting Firm (for all AIM funds) Printing Arts of Houston Financial Printer Protective Securities Broker (for certain AIM funds) Ramirez & Co., Inc. Broker (for certain AIM funds) Raymond James & Associates, Inc. Broker (for certain AIM funds) RBC Capital Markets Corporation Analyst (for certain AIM funds) RBC Dain Rauscher Incorporated Broker (for certain AIM funds) Reuters America Inc. Pricing Service (for certain AIM funds) Robert W. Baird & Co. Incorporated Broker (for certain AIM funds) RR Donnelley Financial Financial Printer Ryan Beck & Co. Broker (for certain AIM funds) Salomon Smith Barney Broker (for certain AIM funds) SBK Brooks Investment Corp. Broker (for certain AIM funds) Seattle Northwest Securities Corporation Broker (for certain AIM funds) Siebert Brandford Shank & Co., L.L.C. Broker (for certain AIM funds) Signature Press Financial Printer Simon Printing Company Financial Printer Southwest Precision Printers, Inc. Financial Printer Standard and Poor's - a Division of McGraw-Hill Rating and Ranking Agency (for certain AIM funds) Standard and Poor's/Standard and Poor's Securities Evaluations, Inc. Pricing Service (for certain AIM funds) State Street Bank and Trust Company Custodian (for certain AIM funds); Lender (for certain AIM Funds); Securities Lender (for certain AIM funds) and System Provider (for
B-2
SERVICE PROVIDER DISCLOSURE CATEGORY ---------------- ----------------------------------------- certain AIM funds) Sterne, Agee & Leach, Inc. Broker (for certain AIM funds) Stifel, Nicholaus & Company, Incorporated Broker (for certain AIM funds) The Bank of New York Custodian (for certain AIM funds) The MacGregor Group, Inc. Software Provider Thomson Information Services Incorporated Software Provider UBS Financial Services, Inc. Broker (for certain AIM funds) VCI Group Inc. Financial Printer Wachovia National Bank, N.A. Broker (for certain AIM funds) Western Lithograph Financial Printer Wiley Bros. Aintree Capital L.L.C. Broker (for certain AIM funds) William Blair & Co. Broker (for certain AIM funds) XSP, LLC\Solutions Plus, Inc. Software Provider
B-3 APPENDIX C TRUSTEES AND OFFICERS As of January 31, 2007 The address of each trustee and officer is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 109 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust's organizational documents. Column two below includes length of time served with predecessor entities, if any.
TRUSTEE NAME, YEAR OF BIRTH AND AND/OR OTHER TRUSTEESHIP(S) POSITION(S) HELD WITH THE TRUST OFFICER SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS HELD BY TRUSTEE - -------------------------------- ------------- ------------------------------------------------------ ----------------------- INTERESTED PERSONS Robert H. Graham(1) - 1946 Director and Chairman, A I M Management Group Inc. None Trustee and Vice Chair (financial services holding company); Director and Vice Chairman, AMVESCAP PLC; Chairman, AMVESCAP PLC - AIM Division (parent of AIM and a global investment management firm); and Trustee and Vice Chair, The AIM Family of Funds(R) 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), AIM Investment Services, Inc. (registered transfer agent), and Fund Management Company (registered broker dealer); Chief Executive Officer, AMVESCAP PLC - Managed Products; and President and Principal Executive Officer, The AIM Family of Funds(R) Philip A. Taylor(2) - 1954 Director, Chief Executive Officer and President, A I M None Trustee, President and Principal Management Group Inc., AIM Mutual Fund Dealer Inc. Executive Officer (registered broker dealer), AIM Funds Management Inc. d/b/a AMVESCAP Enterprise Services (registered investment advisor and registered transfer agent) and 1371 Preferred Inc. (holding company), Director and President, A I M Advisors, Inc., INVESCO Funds Group, Inc. (registered investment advisor and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnership); Director, A I M Capital Management, Inc. and A I M Distributors, Inc.; Director and Chairman, AIM Investment Services, Inc., Fund Management Company and INVESCO Distributors, Inc. (registered broker dealer); Director, President and Chairman, AVZ Callco Inc. (holding company), AMVESCAP Inc. (holding company) and AIM Canada Holdings Inc. (holding company); Director and Chief Executive Officer, AIM Trimark Corporate Class Inc. (formerly AIM Trimark Global Fund Inc.) (corporate mutual fund company) and AIM Trimark Canada Fund Inc. (corporate mutual fund company); Trustee, President and Principal Executive Officer, The AIM Family of Funds(R) (other than AIM Treasurer's Series Trust, Short-Term Investments Trust and Tax-
- ---------- (1) Mr. Graham is considered an interested person of the Trust because he is a director of AMVESCAP PLC, parent of the advisor to the Trust. (2) Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust. C-1
TRUSTEE NAME, YEAR OF BIRTH AND AND/OR OTHER TRUSTEESHIP(S) POSITION(S) HELD WITH THE TRUST OFFICER SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS HELD BY TRUSTEE - -------------------------------- ------------- ------------------------------------------------------ ----------------------- Free Investments Trust); Trustee and Executive Vice President, The AIM Family of Funds(R) (AIM Treasurer's Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only) ; and Manager, Powershares Capital Management LLC Formerly: President and Principal Executive Officer, The AIM Family of Funds(R) (AIM Treasurer's Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only); Chairman, AIM Canada Holdings, Inc.; President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.; and Director, Trimark Trust (federally regulated Canadian trust company) INDEPENDENT TRUSTEES Bruce L. Crockett - 1944 Chairman, Crockett Technology Associates (technology ACE Limited (insurance Trustee and Chair consulting company) company); and Captaris, Inc. (unified messaging provider) Bob R. Baker - 1936 Retired None Trustee Frank S. Bayley - 1939 Retired Badgley Funds, Inc. Trustee (registered investment Formerly: Partner, law firm of Baker & McKenzie company) (2 portfolios) James T. Bunch - 1942 Founder, Green, Manning & Bunch Ltd. (investment None Trustee banking firm); and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation Albert R. Dowden - 1941 Director of a number of public and private business None Trustee corporations, including the Boss Group, Ltd. (private investment and management), Cortland Trust, Inc. (Chairman) (registered investment company) (3 portfolios), Daily Income Fund (4 portfolios), California Daily Tax Free Income Fund, Inc., Connecticut Daily Tax Free Income Fund, Inc. and New Jersey Daily Municipal Income Fund, Inc., Annuity and Life Re (Holdings), Ltd. (insurance company), CompuDyne Corporation (provider of products and services to the public security market), and Homeowners of America Holding Corporation (property casualty company) Formerly: Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various affiliated Volvo companies; and Director, Magellan Insurance Company Jack M. Fields - 1952 Chief Executive Officer, Twenty First Century Group, Administaff Trustee Inc. (government affairs company); Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment); and Discovery Global Education Fund (non-profit) Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) Carl Frischling - 1937 Partner, law firm of Kramer Levin Naftalis and Frankel Cortland Trust, Inc. Trustee LLP (registered investment company) (3 portfolios)
C-2
TRUSTEE NAME, YEAR OF BIRTH AND AND/OR OTHER TRUSTEESHIP(S) POSITION(S) HELD WITH THE TRUST OFFICER SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS HELD BY TRUSTEE - -------------------------------- ------------- ------------------------------------------------------ ----------------------- Prema Mathai-Davis - 1950 Formerly: Chief Executive Officer, YWCA of the USA None Trustee Lewis F. Pennock - 1942 Partner, law firm of Pennock & Cooper None Trustee Ruth H. Quigley - 1935 Retired None Trustee Larry Soll - 1942 Retired None Trustee Raymond Stickel, Jr. - 1944 Retired Director, Mainstay VP Trustee Series Funds, Inc. Formerly: Partner, Deloitte & Touche (25 portfolios) OTHER OFFICERS Russell C. Burk - 1958 Senior Vice President and Senior Officer, The AIM N/A Senior Vice President and Family of Funds(R) Senior Officer Formerly: Director of Compliance and Assistant General Counsel, ICON Advisers, Inc.; Financial Consultant, Merrill Lynch; General Counsel and Director of Compliance, ALPS Mutual Funds, Inc. John M. Zerr - 1962 Director, Senior Vice President, Secretary and General N/A Senior Vice President, Counsel, A I M Management Group Inc. and A I M Chief Legal Officer and Advisors, Inc.; Director, Vice President and Secretary Secretary, INVESCO Distributors, Inc.; Vice President and Secretary, A I M Capital Management, Inc., AIM Investment Services, Inc. and Fund Management Company; Senior Vice President and Secretary, A I M Distributors, Inc.; Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds(R); and Manager, Powershares Capital Management LLC Formerly: Chief Operating Officer, Senior Vice President, General Counsel and Secretary, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company); Vice President and Secretary, PBHG Insurance Series Fund (an investment company); General Counsel and Secretary, Pilgrim Baxter Value Investors (an investment adviser); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator); General Counsel and Secretary, Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
C-3
TRUSTEE NAME, YEAR OF BIRTH AND AND/OR OTHER TRUSTEESHIP(S) POSITION(S) HELD WITH THE TRUST OFFICER SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS HELD BY TRUSTEE - -------------------------------- ------------- ------------------------------------------------------ ----------------------- Lisa O. Brinkley - 1959 Global Compliance Director, AMVESCAP PLC; and Vice N/A Vice President President, The AIM Family of Funds(R) Formerly: Senior Vice President, A I M Management Group Inc.; Senior Vice President and Chief Compliance Officer, A I M Advisors, Inc.; Vice President and Chief Compliance Officer, A I M Capital Management, Inc. and A I M Distributors, Inc.; Vice President, AIM Investment Services, Inc. and Fund Management Company; Senior Vice President and Chief Compliance Officer, The AIM Family of Funds(R); and Senior Vice President and Compliance Director, Delaware Investments Family of Funds Kevin M. Carome - 1956 Senior Vice President and General Counsel, AMVESCAP N/A Vice President PLC; Director, INVESCO Funds Group, Inc. and Vice President, The AIM Family of Funds(R) Formerly: Director, Senior Vice President, Secretary and General Counsel, A I M Management Group Inc. and A I M Advisors, Inc.; Senior Vice President, A I M Distributors, Inc.; Director, Vice President and General Counsel, Fund Management Company; Vice President, A I M Capital Management, Inc. and AIM Investment Services, Inc.; and Senior Vice President, Chief Legal Officer and Secretary, The AIM Family of Funds(R); Director and Vice President, INVESCO Distributors, Inc.; Chief Executive Officer and President, INVESCO Funds Group; Senior Vice President and General Counsel, Liberty Financial Companies, Inc.; and Senior Vice President and General Counsel, Liberty Funds Group, LLC Sidney M. Dilgren - 1961 Vice President and Fund Treasurer, A I M Advisors, N/A Vice President, Treasurer and Inc.; and Vice President, Treasurer and Principal Principal Financial Officer Financial Officer, The AIM Family of Funds(R) Formerly: Senior Vice President, AIM Investment Services, Inc. and Vice President, A I M Distributors, Inc. J. Philip Ferguson - 1945 Executive Vice President, A I M Management Group Inc.; N/A Vice President Senior Vice President and Chief Investment Officer, A I M Advisors, Inc.; Director, Chairman, Chief Executive Officer, President and Chief Investment Officer, A I M Capital Management, Inc.; and Vice President, The AIM Family of Funds(R) Formerly: Senior Vice President, AIM Private Asset Management, Inc.; and Chief Equity Officer, Senior Vice President and Senior Investment Officer, A I M Capital Management, Inc.
C-4
TRUSTEE NAME, YEAR OF BIRTH AND AND/OR OTHER TRUSTEESHIP(S) POSITION(S) HELD WITH THE TRUST OFFICER SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS HELD BY TRUSTEE - -------------------------------- ------------- ------------------------------------------------------ ----------------------- Karen Dunn Kelley - 1960 Director of Cash Management, Managing Director and N/A Vice President Chief Cash Management Officer, A I M Capital Management, Inc.; Director and President, Fund Management Company; Vice President, A I M Advisors, Inc.; Vice President, The AIM Family of Funds(R) (other than AIM Treasurer's Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust); and President and Principal Executive Officer, The AIM Family of Funds(R) (AIM Treasurer's Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only) Formerly: Vice President, The AIM Family of Funds(R) (AIM Treasurer's Series Trust, Short-Term Investments Trust and Tax-Free Investments Trust only) Lance A. Rejsek - 1967 Anti-Money Laundering Compliance Officer, A I M N/A Anti-Money Laundering Compliance Advisors, Inc., A I M Capital Management, Inc., A I M Officer Distributors, Inc., AIM Investment Services, Inc., AIM Private Asset Management, Inc., Fund Management Company and The AIM Family of Funds(R) Formerly: Manager of the Fraud Prevention Department, AIM Investment Services, Inc. Todd L. Spillane - 1958 Senior Vice President, A I M Management Group Inc.; N/A Chief Compliance Officer Senior Vice President and Chief Compliance Officer, A I M Advisors, Inc.; Chief Compliance Officer, The AIM Family of Funds(R); Vice President and Chief Compliance Officer, A I M Capital Management, Inc.; and Vice President, A I M Distributors, Inc., AIM Investment Services, Inc. and Fund Management Company Formerly: Global Head of Product Development, AIG-Global Investment Group, Inc.; Chief Compliance Officer and Deputy General Counsel, AIG-SunAmerica Asset Management, and Chief Compliance Officer, Chief Operating Officer and Deputy General Counsel, American General Investment Management
C-5 TRUSTEE OWNERSHIP OF FUND SHARES AS OF DECEMBER 31, 2006
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Dollar Range of Equity Securities Trustee in The AIM Family of Name of Trustee Per Fund Funds(R) --------------- --------------------------------- -------------------------------- Robert H. Graham Over $100,000 Philip A. Taylor(3) -0- Bob R. Baker Over $100,000 Frank S. Bayley Over $100,000 James T. Bunch Over $100,000(4) Bruce L. Crockett Over $100,000(4) Albert R. Dowden Over $100,000 Jack M. Fields Over $100,000(4) Carl Frischling Over $100,000(4) Prema Mathai-Davis Over $100,000(4) Lewis F. Pennock Over $100,000 Ruth H. Quigley $50,001 - $100,000 Larry Soll Over $100,000(4) Raymond Stickel, Jr. Over $100,000
- ---------- (3) Mr. Taylor was elected as a trustee of the Trust effective September 20, 2006. (4) Includes 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. C-6 APPENDIX D TRUSTEE COMPENSATION TABLE Set forth below is information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM during the year ended December 31, 2006:
AGGREGATE RETIREMENT ESTIMATED COMPENSATION FROM BENEFITS ANNUAL BENEFITS TOTAL COMPENSATION THE ACCRUED BY ALL UPON FROM ALL AIM FUNDS TRUSTEE TRUST(1) AIM FUNDS(2) RETIREMENT(3) (4) ------- ----------------- -------------- --------------- ------------------ Bob R. Baker $28,150 $230,089 $177,882 $225,000 Frank S. Bayley 30,186 160,600 126,750 241,000 James T. Bunch 25,384 149,379 126,750 203,500 Bruce L. Crockett 50,677 83,163 126,750 402,000 Albert R. Dowden 30,318 105,204 126,750 242,000 Edward K. Dunn, Jr.(5) 13,083 146,326 126,750 59,750 Jack M. Fields 26,247 104,145 126,750 210,000 Carl Frischling(6) 26,247 91,932 126,750 210,000 Prema Mathai-Davis 28,017 102,401 126,750 217,500 Lewis F. Pennock 26,247 85,580 126,750 210,000 Ruth H. Quigley 29,963 187,330 126,750 242,000 Larry Soll 26,247 193,510 146,697 210,000 Raymond Stickel, Jr. 28,130 77,561 126,750 230,750
(1) Amounts shown are based on the fiscal year ended October 31, 2006. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended October 31, 2006, including earnings, was $106,701. (2) During the fiscal year ended October 31, 2006, the total amount of expenses allocated to the Trust in respect of such retirement benefits was $236,675. (3) These amounts represent the estimated annual benefits payable by the AIM Funds upon the trustee's retirement and assumes each trustee serves until his or her normal retirement date. (4) All trustees currently serve as trustees of 18 registered investment companies advised by AIM. (5) Mr. Dunn retired effective as of March 31, 2006. (6) During the fiscal year ended October 31, 2006 the Trust paid $75,027in legal fees to Kramer Levin Naftalis & Frankel LLP for services rendered by such firm as counsel to the independent trustees of the Trust. Mr. Frischling is a partner of such firm. D-1 APPENDIX E PROXY POLICIES AND PROCEDURES (AS AMENDED OCTOBER 1, 2005) A. PROXY POLICIES Each of A I M Advisors, Inc., A I M Capital Management, Inc. and AIM Private Asset Management, Inc. (each an "AIM Advisor" and collectively "AIM") has the fiduciary obligation to, at all times, make the economic best interest of advisory clients the sole consideration when voting proxies of companies held in client accounts. As a general rule, each AIM Advisor shall vote against any actions that would reduce the rights or options of shareholders, reduce shareholder influence over the board of directors and management, reduce the alignment of interests between management and shareholders, or reduce the value of shareholders' investments. At the same time, AIM believes in supporting the management of companies in which it invests, and will accord proper weight to the positions of a company's board of directors, and the AIM portfolio managers who chose to invest in the companies. Therefore, on most issues, our votes have been cast in accordance with the recommendations of the company's board of directors, and we do not currently expect that trend to change. Although AIM's proxy voting policies are stated below, AIM's proxy committee considers all relevant facts and circumstances, and retains the right to vote proxies as deemed appropriate. I. BOARDS OF DIRECTORS A board that has at least a majority of independent directors is integral to good corporate governance. The key board committees (e.g., Audit, Compensation and Nominating) should be composed of only independent trustees. There are some actions by directors that should result in votes being withheld. These instances include directors who: - Are not independent directors and (a) sit on the board's audit, compensation or nominating committee, or (b) sit on a board where the majority of the board is not independent; - Attend less than 75 percent of the board and committee meetings without a valid excuse; - It is not clear that the director will be able to fulfill his function; - Implement or renew a dead-hand or modified dead-hand poison pill; - Enacted egregious corporate governance or other policies or failed to replace management as appropriate; - Have failed to act on takeover offers where the majority of the shareholders have tendered their shares; or - Ignore a shareholder proposal that is approved by a majority of the shares outstanding. Votes in a contested election of directors must be evaluated on a case-by-case basis, considering the following factors: - Long-term financial performance of the target company relative to its industry; - Management's track record; - Portfolio manager's assessment; - Qualifications of director nominees (both slates); - Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and - Background to the proxy contest. II. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM A company should limit its relationship with its auditors to the audit engagement, and certain closely related activities that do not, in the aggregate, raise an appearance of impaired independence. We will support the reappointment of the company's auditors unless: - It is not clear that the auditors will be able to fulfill their function; - There is reason to believe the independent auditors have rendered an opinion that is neither accurate nor indicative of the company's financial position; or - The auditors have a significant professional or personal relationship with the issuer that compromises the auditors' independence. E-1 III. COMPENSATION PROGRAMS Appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of long-term shareholders and the interests of management, employees and directors. Plans should not substantially dilute shareholders' ownership interests in the company, provide participants with excessive awards or have objectionable structural features. We will consider all incentives, awards and compensation, and compare them to a company-specific adjusted allowable dilution cap and a weighted average estimate of shareholder wealth transfer and voting power dilution. - We will generally vote against equity-based plans where the total dilution (including all equity-based plans) is excessive. - We will support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value. - We will vote against plans that have any of the following structural features: ability to re-price underwater options without shareholder approval, ability to issue options with an exercise price below the stock's current market price, ability to issue reload options, or automatic share replenishment ("evergreen") feature. - We will vote for proposals to reprice options if there is a value-for-value (rather than a share-for-share) exchange. - We will generally support the board's discretion to determine and grant appropriate cash compensation and severance packages. IV. CORPORATE MATTERS We will review management proposals relating to changes to capital structure, reincorporation, restructuring and mergers and acquisitions on a case by case basis, considering the impact of the changes on corporate governance and shareholder rights, anticipated financial and operating benefits, portfolio manager views, level of dilution, and a company's industry and performance in terms of shareholder returns. - We will vote for merger and acquisition proposals that the proxy committee and relevant portfolio managers believe, based on their review of the materials, will result in financial and operating benefits, have a fair offer price, have favorable prospects for the combined companies, and will not have a negative impact on corporate governance or shareholder rights. - We will vote against proposals to increase the number of authorized shares of any class of stock that has superior voting rights to another class of stock. - We will vote for proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given a company's industry and performance in terms of shareholder returns. - We will vote for proposals to institute open-market share repurchase plans in which all shareholders participate on an equal basis. V. SHAREHOLDER PROPOSALS Shareholder proposals can be extremely complex, and the impact on share value can rarely be anticipated with any high degree of confidence. The proxy committee reviews shareholder proposals on a case-by-case basis, giving careful consideration to such factors as: the proposal's impact on the company's short-term and long-term share value, its effect on the company's reputation, the economic effect of the proposal, industry and regional norms applicable to the company, the company's overall corporate governance provisions, and the reasonableness of the request. - We will generally abstain from shareholder social and environmental proposals. - We will generally support the board's discretion regarding shareholder proposals that involve ordinary business practices. - We will generally vote for shareholder proposals that are designed to protect shareholder rights if the company's corporate governance standards indicate that such additional protections are warranted. - We will generally vote for proposals to lower barriers to shareholder action. E-2 - We will generally vote for proposals to subject shareholder rights plans to a shareholder vote. In evaluating these plans, we give favorable consideration to the presence of "TIDE" provisions (short-term sunset provisions, qualified bid/permitted offer provisions, and/or mandatory review by a committee of independent directors at least every three years). VI. OTHER - We will vote against any proposal where the proxy materials lack sufficient information upon which to base an informed decision. - We will vote against any proposals to authorize the proxy to conduct any other business that is not described in the proxy statement. - We will vote any matters not specifically covered by these proxy policies and procedures in the economic best interest of advisory clients. AIM's proxy policies, and the procedures noted below, may be amended from time to time. B. PROXY COMMITTEE PROCEDURES The proxy committee currently consists of representatives from the Legal and Compliance Department, the Investments Department and the Finance Department. The committee members review detailed reports analyzing the proxy issues and have access to proxy statements and annual reports. Committee members may also speak to management of a company regarding proxy issues and should share relevant considerations with the proxy committee. The committee then discusses the issues and determines the vote. The committee shall give appropriate and significant weight to portfolio managers' views regarding a proposal's impact on shareholders. A proxy committee meeting requires a quorum of three committee members, voting in person or by e-mail. AIM's proxy committee shall consider its fiduciary responsibility to all clients when addressing proxy issues and vote accordingly. The proxy committee may enlist the services of reputable outside professionals and/or proxy evaluation services, such as Institutional Shareholder Services or any of its subsidiaries ("ISS"), to assist with the analysis of voting issues and/or to carry out the actual voting process. To the extent the services of ISS or another provider are used, the proxy committee shall periodically review the policies of that provider. The proxy committee shall prepare a report for the Funds' Board of Trustees on a periodic basis regarding issues where AIM's votes do not follow the recommendation of ISS or another provider because AIM's proxy policies differ from those of such provider. In addition to the foregoing, the following shall be strictly adhered to unless contrary action receives the prior approval of the Funds' Board of Trustees: 1. Other than by voting proxies and participating in Creditors' committees, AIM shall not engage in conduct that involves an attempt to change or influence the control of a company. 2. AIM will not publicly announce its voting intentions and the reasons therefore. 3. AIM shall not participate in a proxy solicitation or otherwise seek proxy-voting authority from any other public company shareholder. 4. All communications regarding proxy issues between the proxy committee and companies or their agents, or with fellow shareholders shall be for the sole purpose of expressing and discussing AIM's concerns for its advisory clients' interests and not for an attempt to influence or control management. C. BUSINESS/DISASTER RECOVERY If the proxy committee is unable to meet due to a temporary business interruption, such as a power outage, a sub-committee of the proxy committee, even if such subcommittee does not constitute a quorum of the proxy committee, may vote proxies in accordance with the policies stated herein. If the sub-committee of the proxy committee is not able to vote proxies, the sub-committee shall authorize ISS to vote proxies by default in accordance with ISS' proxy policies and procedures, which may vary slightly from AIM's. E-3 D. RESTRICTIONS AFFECTING VOTING If a country's laws allow a company in that country to block the sale of the company's shares by a shareholder in advance of a shareholder meeting, AIM will not vote in shareholder meetings held in that country, unless the company represents that it will not block the sale of its shares in connection with the meeting. Administrative or other procedures, such as securities lending, may also cause AIM to refrain from voting. Although AIM considers proxy voting to be an important shareholder right, the proxy committee will not impede a portfolio manager's ability to trade in a stock in order to vote at a shareholder meeting. E. CONFLICTS OF INTEREST The proxy committee reviews each proxy to assess the extent to which there may be a material conflict between AIM's interests and those of advisory clients. A potential conflict of interest situation may include where AIM or an affiliate manages assets for, administers an employee benefit plan for, provides other financial products or services to, or otherwise has a material business relationship with, a company whose management is soliciting proxies, and failure to vote proxies in favor of management of the company may harm AIM's relationship with the company. In order to avoid even the appearance of impropriety, the proxy committee will not take AIM's relationship with the company into account, and will vote the company's proxies in the best interest of the advisory clients, in accordance with these proxy policies and procedures. If AIM's proxy policies and voting record do not guide the proxy committee's vote in a situation where a conflict of interest exists, the proxy committee will vote the proxy in the best interest of the advisory clients, and will provide information regarding the issue to the Funds' Board of Trustees in the next quarterly report. If a committee member has any conflict of interest with respect to a company or an issue presented, that committee member should inform the proxy committee of such conflict and abstain from voting on that company or issue. F. FUND OF FUNDS When an AIM Fund (an "Investing Fund") that invests in another AIM Fund(s) (an "Underlying Fund") has the right to vote on the proxy of the Underlying Fund, the Investing Fund will echo the votes of the other shareholders of the Underlying AIM Fund. G. CONFLICT IN THESE POLICIES If following any of the policies listed herein would lead to a vote that the proxy committee deems to be not in the best interest of AIM's advisory clients, the proxy committee will vote the proxy in the manner that they deem to be the best interest of AIM's advisory clients and will inform the Funds' Board of Trustees of such vote and the circumstances surrounding it promptly thereafter. E-4 APPENDIX F CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES To the best knowledge of the Trust, the names and addresses of the record and beneficial holders of 5% or more of the outstanding shares of each class of the Trust's equity securities and the percentage of the outstanding shares held by such holders are set forth below. Unless otherwise indicated below, the Trust has no knowledge as to whether all or any portion of the shares owned of record are also owned beneficially. A shareholder who owns beneficially 25% or more of the outstanding securities of a Fund is presumed to "control" that Fund as defined in the 1940 Act. Such control may affect the voting rights of other shareholders. All information listed below is as of February 6, 2007. AIM CAPITAL DEVELOPMENT FUND
INVESTOR CLASS A CLASS B CLASS C CLASS R CLASS INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES ---------- ---------- ---------- ---------- ---------- ------------- PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD - ------------------- ---------- ---------- ---------- ---------- ---------- ------------- AIM Moderate Asset -- -- -- -- -- 55.21% Allocation Fund Omnibus Account c/o AIM Advisors 11 E Greenway Plz Ste 100 Houston, TX 77046-1113 Charles Schwab Trust Co Ttee -- -- -- 5.58% -- -- FBO LBC Investment & Retirement 401(k) 215 Fremont St. Fl. 6 San Francisco, CA 94105-2323 Coastgear & Company -- -- 5.34% -- -- -- State Street Bank & Trust Attn: Kevin Smith 105 Rosemont Avenue Westwood, MA 02090-2318 INVESCO Trust Company TTEE -- -- -- -- -- 5.93% FBO Cedar Fair Savings and Profit Sharing Plan P. O. Box 105779 Atlanta, GA 30348-5779
F-1
INVESTOR CLASS A CLASS B CLASS C CLASS R CLASS INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES ---------- ---------- ---------- ---------- ---------- ------------- PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD - ------------------- ---------- ---------- ---------- ---------- ---------- ------------- Merrill Lynch Pierce Fenner & Smith 6.45% 5.28% 11.44% 15.20% -- 11.81% FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East 2nd Floor Jacksonville, FL 32246-6484 Nat'l Financial Services Corp. -- -- -- -- 21.31% -- The Exclusive Benefit Cust One World Financial Center 200 Liberty St., 5th Floor Attn: Kate Recon New York, NY 10281-5503 Pershing LLC 10.69% 12.26% 11.71% -- -- -- 1 Pershing Plz Jersey City, NJ 07399-0001 T.Rowe Price Retirement Plan Svcs -- -- -- -- -- 7.03% FBO Plan Clients 4515 Painters Mill Rd. Owings Mills, MD 21117-4903
F-2 AIM CHARTER FUND
CLASS A CLASS B CLASS C CLASS R INSTITUTIONAL SHARES SHARES SHARES SHARES CLASS SHARES ---------- ---------- ---------- ---------- ------------- PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD - ------------------- ---------- ---------- ---------- ---------- ------------- Citigroup Global Markets 7.06% 6.39% 8.51% -- -- Attn: Cindy Tempesta 7th Floor 333 West 34th Street New York, NY 10001-2402 First Command Bank Trust -- -- -- -- 70.87% Attention: Trust Department P.O. Box 901075 Fort Worth, TX 76101-2075 ING Life Insurance & Annuity Co. -- -- -- 7.91% -- 151 Farmington Ave., #TN-41 Hartford, CT 06156-0001 Merrill Lynch Pierce Fenner & Smith 6.26% 5.75% 13.12% -- 22.99% FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East 2nd Floor Jacksonville, FL 32246-6484 Pershing LLC 6.44% 9.78% 6.83% -- -- 1 Pershing Plz Jersey City, NJ 07399-0001 Reliance Trust Company -- -- -- 10.53% -- Custodian FBO Morley Incentives 401(k) Profit Sharing Plan & Trust PO Box 48529 Atlanta, GA 30362-1529
F-3 AIM CONSTELLATION FUND
CLASS A CLASS B CLASS C CLASS R INSTITUTIONAL SHARES SHARES SHARES SHARES CLASS SHARES ---------- ---------- ---------- ---------- ------------- PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD - ------------------- ---------- ---------- ---------- ---------- ------------- AMVESCAP National Trust Co. Trustee -- -- -- 5.72% -- FBO Guys Inc. 401(k) Profit Sharing Plan PO Box 105779 Atlanta, GA 30348-5779 Citigroup Global Markets 6.18% -- 6.42% -- -- Attn: Cindy Tempesta 7th Floor 333 West 34th Street New York, NY 10001-2402 Merrill Lynch Pierce Fenner & Smith 7.51% -- 10.78% -- 69.79% FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East 2nd Floor Jacksonville, FL 32246-6484 Pershing LLC -- 9.81% 6.59% -- -- 1 Pershing Plz Jersey City, NJ 07399-0001 Relistar Insurance Co. of New York -- -- -- 5.02% -- Attn: Fund Operations 151 Farmington Ave. TN41 Hartford, CT 06156-0001 State Street Bank & Trust Co. Ttee -- -- -- -- 9.56% State Street Solutions Attn: Edlira Mosko 1 Heritage Drive 4N North Quincy, MA 02171-2105 Wells Fargo Bank West NA Custodian -- -- -- -- 14.58% City of Houston 457 Deferred Compensation Plan C/O Great West, Recordkeeper 8515 E Orchard Rd 2T2 Englewood, CO 80111-0000
F-4 AIM DIVERSIFIED DIVIDEND FUND
INVESTOR CLASS A CLASS B CLASS C CLASS R CLASS INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES ---------- ---------- ---------- ---------- ---------- ------------- PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD - ------------------- ---------- ---------- ---------- ---------- ---------- ------------- AIM Income Allocation Fund -- -- -- -- -- 19.30% Omnibus Account c/o AIM Advisors 11 E. Greenway Plaza Suite 100 Houston, TX 77046-1113 AMVESCAP National Trust Co. -- -- -- -- -- 48.86% FBO AMVESCAP 401(k) Plan P. O. Box 105779 Atlanta, GA 30348-5779 AMVESCAP National Trust Co. -- -- -- -- -- 18.83% FBO AMVESCAP Money Purchase Plan P. O. Box 105779 Atlanta, GA 30348-5579 AMVESCAP -- -- -- -- -- 10.50% 1315 Peachtree St. NE 4th Floor General Ledger Accounting Atlanta, GA 30309-7515 Charles Schwab & Co., Inc. -- -- -- -- 10.78% -- Special Custody FBO Customers (SIM) Attn. Mutual Funds 101 Montgomery St. San Francisco, CA 94104-4122 Citigroup Global Markets -- -- 6.60% -- -- -- Attn: Cindy Tempesta 7th Floor 333 West 34th Street New York, NY 10001-2402 Gallagher Solutions Inc. -- -- -- 5.62% -- -- Jeanette P. Gallagher 725 NW 10th Ave Portland, OR 97209-3242
F-5
INVESTOR CLASS A CLASS B CLASS C CLASS R CLASS INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES ---------- ---------- ---------- ---------- ---------- ------------- PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD - ------------------- ---------- ---------- ---------- ---------- ---------- ------------- Lighthouse Design Inc. -- -- -- 10.36% -- -- David Mohler 401(K) Omnibus Acct. Ttee 1781 Vineyard Dr. Antioch, CA 94509-8553 Merrill Lynch Pierce Fenner & Smith -- 7.38% 7.51% -- -- -- FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East, 2nd Floor Jacksonville, FL 32246-6484 MG Trustc Co. Cust -- -- -- 22.32% -- -- FBO Donald Wurtzel DDS PC EE 401(K) 700 17th Street, Suite 300 Denver, CO 80202-3531 MG Trustc Co. Cust -- -- -- 20.10% -- -- FBO Frog Holler Produce Station 401(K) 700 17th Street, Suite 300 Denver, CO 80202-3531 MIBAR Marketing Corp DBA CT NETWOR -- -- -- 16.36% -- -- 401(K) Plan Barry Goldstein Trustee 700 17th Street, Suite 300 Denver, CO 80202-3531 Pershing LLC 7.51% 11.72% 10.25% -- -- -- 1 Pershing Plz Jersey City, NJ 07399-0001
F-6 AIM LARGE CAP BASIC VALUE FUND
INVESTOR CLASS A CLASS B CLASS C CLASS R CLASS INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES SHARES ---------- ---------- ---------- ---------- ---------- ------------- PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD - ------------------- ---------- ---------- ---------- ---------- ---------- ------------- AIM Growth Allocation Fund -- -- -- -- -- 43.42% Omnibus Acct C/O AIM Advisors 11 E Greenway Plz, Ste 100 Houston, TX 77046-1113 AIM Moderate Asset Allocation Fund -- -- -- -- -- 33.10% Omnibus Acct C/O AIM Advisors 11 E Greenway Plz, Ste 100 Houston, TX 77046-1113 AIM Moderate Growth Allocation -- -- -- -- 18.42% Fund Omnibus Account C/O AIM Advisors 11 Greenway Plaza, Suite 100 Houston, TX 77046-1113 AMVESCAP National Trust Co. FBO -- -- -- 11.56% -- -- Itasca Bank & Trust Co. 401(k) Plan PO Box 105779 Atlanta, GA 30348-5779 Capital Bank & Trust Company Ttee -- -- -- 5.35% -- -- FBO Equipment Inc. Ret Sav Plan c/o Plan Premier/FASCORP 8515 E. Orchard Rd., Suite RT2 Greenwood Vlg, CO 80111-5002 Charles Schwab & Co. Inc. -- -- -- -- 10.51% -- Special Custody FBO Customers (SIM) Attn: Mutual Funds 101 Montgomery St San Francisco, CA 94104-4122 Federated Lighting Inc. -- -- -- 9.24% -- -- 401(k) Profit Sharing Plan 1600 Trade Zone Ave. Ste 406 Upper Marlboro, MD 20774-8789
F-7
INVESTOR CLASS A CLASS B CLASS C CLASS R CLASS INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES SHARES ---------- ---------- ---------- ---------- ---------- ------------- PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD - ------------------- ---------- ---------- ---------- ---------- ---------- ------------- GPC Securities Inc. As Agent For -- -- -- -- 12.41% -- Merrill Lynch B&T Co. FSB Ttee FBO Hanger Orthopedic Grp Inc. S 401 [400 Colony Sq. Ste 2200] Atlanta, GA 30361-6302 Merrill Lynch Pierce Fenner & Smith 9.39% 10.43% 16.56% -- -- -- FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East 2nd Floor Jacksonville, FL 32246-6484 Reliance Trust Company -- -- -- 7.43% -- -- Custodian FBO Rosin Optical Co. Inc. Profit Sharing Plan PO Box 48529 Atlanta, GA 30362-1529 Pershing LLC 8.24% 10.12% 13.81% -- -- -- 1 Pershing Plz Jersey City, NJ 07399-0001
F-8 AIM LARGE CAP GROWTH FUND
INVESTOR CLASS A CLASS B CLASS C CLASS R CLASS INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES ---------- ---------- ---------- ---------- ---------- ------------- PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD - ------------------- ---------- ---------- ---------- ---------- ---------- ------------- AIM Growth Allocation Fund -- -- -- -- -- 30.79% Omnibus Acct C/O AIM Advisors 11 E Greenway Plz, Ste 100 Houston, TX 77046-1113 AIM Moderate Asset Allocation -- -- -- -- -- 25.65% Fund Omnibus Acct C/O AIM Advisors 11 E Greenway Plz, Ste 100 Houston, TX 77046-1113 AIM Moderate Growth Allocation Fund -- -- -- -- -- 13.49% Omnibus Account C/O AIM Advisors 11 Greenway Plaza, Suite 100 Houston, TX 77046-1113 AMVESCAP National Trust Co. Ttee -- -- -- 12.63% -- -- FBO The McDevitt Co. Employees 401(k) Plan P.O. Box 105779 Atlanta, GA 30348-5779 AMVESCAP National Trust Co. -- -- -- -- -- 12.61% FBO AMVESCAP 401(k) Plan P. O. Box 105779 Atlanta, GA 30348-5779 Citigroup Global Markets -- 5.46% 7.75% -- -- -- Attn: Cindy Tempesta 7th Floor 333 West 34th Street New York, NY 10001-2402 GPC Securities Inc. As Agent For -- -- -- 8.06% -- -- Merrill Lynch B&T Co. FSB Ttee FBO Morris Rothenberg & Son Inc. PSP P. O. Box 105779 Atlanta, GA 30348-5779
F-9
INVESTOR CLASS A CLASS B CLASS C CLASS R CLASS INSTITUTIONAL SHARES SHARES SHARES SHARES SHARES CLASS SHARES ---------- ---------- ---------- ---------- ---------- ------------- PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE NAME AND ADDRESS OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF OWNED OF PRINCIPAL HOLDER RECORD RECORD RECORD RECORD RECORD RECORD - ------------------- ---------- ---------- ---------- ---------- ---------- ------------- Merrill Lynch Pierce Fenner & Smith 5.10% 5.49% 12.09% -- -- -- FBO The Sole Benefit of Customers Attn: Fund Administration 4800 Deer Lake Dr East 2nd Floor Jacksonville, FL 32246 Pershing LLC 7.14% 11.16% 6.30% -- -- -- 1 Pershing Plz Jersey City, NJ 07399-0001 Reliance Trust Company -- -- -- 6.16% -- -- Custodian FBO Morley Incentives 401(k) Profit Sharing Plan & Trust PO Box 48529 Atlanta, GA 30362-1529
(1) Owned of record and beneficially. MANAGEMENT OWNERSHIP As of February 6, 2007 the trustees and officers as a group owned less than 1% of the outstanding shares of each class of each Fund. F-10 APPENDIX G MANAGEMENT FEES For the last three fiscal years ended October 31, the management fees payable by each Fund, the amounts waived by AIM and the net fees paid by each Fund were as follows:
2006 2005 2004 ------------------------------------- ------------------------------------ ------------------------------------ Net Net Net Management Management Management Management Management Management Management Management Management Fee Fee Fee Fee Fee Fee Fee Fee Fee FUND NAME Payable Waivers Paid Payable Waivers Paid Payable Waivers Paid - --------- ----------- ---------- ------------ ----------- ---------- ----------- ----------- ---------- ----------- AIM Capital Development Fund $ 9,230,304 $ 11,368 $ 9,218,936 $ 7,906,988 $ 7,593 $ 7,899,395 $ 7,018,923 $ 8,699 $ 7,010,224 AIM Charter Fund 30,867,669 682,083 30,185,586 17,088,466 315,092 16,773,374 20,136,790 44,820 20,091,970 AIM Constellation Fund 44,917,233 1,960,226 42,957,007 37,807,698 961,833 36,845,865 46,243,987 623,391 45,620,596 AIM Diversified Dividend Fund 10,028,238 702,850 9,325,388 4,020,620 843,835 3,176,785 600,345 531,230 69,115 AIM Large Cap Basic Value Fund 2,402,690 162,426 2,240,264 2,315,814 2,715 2,313,099 2,109,274 2,312 2,106,962 AIM Large Cap Growth Fund 11,796,950 1,691,698 10,105,252 5,927,479 538,584 5,388,895 5,663,512 3,368 5,660,144
G-1 APPENDIX H PORTFOLIO MANAGERS PORTFOLIO MANAGER FUND HOLDINGS AND INFORMATION ON OTHER MANAGED ACCOUNTS AIM's portfolio managers develop investment models which are used in connection with the management of certain AIM funds as well as other mutual funds for which AIM or an affiliate acts as sub-advisor, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals. The following chart reflects the portfolio managers' investments in the Funds that they manage. The chart also reflects information regarding accounts other than the Funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) mutual funds, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance ("performance-based fees"), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date. The following table reflects information as of October 31, 2006:
OTHER OTHER REGISTERED POOLED INVESTMENT OTHER ACCOUNTS DOLLAR RANGE MUTUAL FUNDS (ASSETS VEHICLES (ASSETS (ASSETS OF IN MILLIONS) IN MILLIONS) IN MILLIONS) INVESTMENTS -------------------- ------------------ -------------------- IN EACH NUMBER OF NUMBER OF NUMBER OF PORTFOLIO MANAGER FUND(1) ACCOUNTS ASSETS ACCOUNTS ASSETS ACCOUNTS ASSETS - ---------------------- ------------------- --------- -------- --------- ------ --------- -------- AIM CAPITAL DEVELOPMENT FUND Karl F. Farmer(2) $10,001-$50,000 3 $2,084.7 None None None None Paul J. Rasplicka $100,001-$500,000 4 $2,327.8 None None 5 $ 0.2 Warren Tennant(2) None None None None None None None AIM CHARTER FUND Ronald S. Sloan None 6 $6,581.8 1 $9.6 6,509 $1,596.4(3) Tyler Dann II(4) None None None None None None None Brian Nelson(4) $10,001-$50,000 None None None None None None AIM CONSTELLATION FUND Kirk L. Anderson $50,001-$100,000 7 $2,787.8 1 $54.2 None None James G. Birdsall $100,001-$500,000 7 $3,333.3 1 $54.2 None None
- ---------- (1) This column reflects investments in a Fund's shares owned directly by a portfolio manager or beneficially owned by a portfolio manager (as determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended). A portfolio manager is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the same household. (2) Mr. Farmer and Mr. Tennant will begin serving as portfolio manager on AIM Capital Development Fund on May 1, 2007. (3) These are accounts of individual investors for which AIM's affiliate, AIM Private Asset Management, Inc. ("APAM") provides investment advice. APAM offers separately managed accounts that are managed according to the investment models developed by AIM's portfolio managers and used in connection with the management of certain AIM funds. APAM accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models. (4) Mr. Dan and Mr. Nelson will begin serving as portfolio managers on AIM Charter Fund on May 1, 2007. H-1
OTHER OTHER REGISTERED POOLED INVESTMENT OTHER ACCOUNTS DOLLAR RANGE MUTUAL FUNDS (ASSETS VEHICLES (ASSETS (ASSETS OF IN MILLIONS) IN MILLIONS) IN MILLIONS) INVESTMENTS -------------------- ------------------ -------------------- IN EACH NUMBER OF NUMBER OF NUMBER OF PORTFOLIO MANAGER FUND(1) ACCOUNTS ASSETS ACCOUNTS ASSETS ACCOUNTS ASSETS - ---------------------- ------------------- --------- -------- --------- ------ --------- -------- Robert J. Lloyd $10,001-$50,000 6 $4,684.9 1 $54.2 None None Lanny H. Sachnowitz Over $1,000,000 6 $2,362.7 1 $54.2 None None AIM DIVERSIFIED DIVIDEND FUND Meggan M. Walsh $500,001-$1,000,000 2 $ 832.6 None None None None AIM LARGE CAP BASIC VALUE FUND R. Canon Coleman II $100,001-$500,000 7 $8,554.8 1 $13.3 2,609 $747.4(3) Matthew W. Seinsheimer $10,001-$50,000 6 $8,320.5 1 $13.3 2,609 $747.4(3) Michael J. Simon $100,001-$500,000 10 $9,986.8 1 $13.3 2,609 $747.4(3) Bret W. Stanley $500,001-$1,000,000 7 $8,554.8 1 $13.3 2,609 $747.4(3) AIM LARGE CAP GROWTH FUND Geoffrey V. Keeling $100,001-$500,000 3 $ 799.3 None None 21 $ 6.0(3) Robert L. Shoss $100,001-$500,000 3 $ 799.3 None None 21 $ 6.0(3)
POTENTIAL CONFLICTS OF INTEREST Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and /or other accounts may be presented with one or more of the following potential conflicts: - - The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. AIM seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds. - - If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, AIM and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts. - - With respect to securities transactions for the Funds, AIM determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts (such as mutual funds for which AIM or an affiliate acts as sub-advisor, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), AIM may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for a H-2 Fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or other account(s) involved. - - Finally, the appearance of a conflict of interest may arise where AIM has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts with respect to which a portfolio manager has day-to-day management responsibilities. AIM and the Funds have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises. DESCRIPTION OF COMPENSATION STRUCTURE AIM seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity, an equity compensation opportunity, a benefits package, and a relocation package if such benefit is applicable. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote good sustained fund performance. AIM evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager's compensation consists of the following five elements: - - BASE SALARY. Each portfolio manager is paid a base salary. In setting the base salary, AIM's intention is to be competitive in light of the particular portfolio manager's experience and responsibilities. - - ANNUAL BONUS. Each portfolio manager is eligible to receive an annual cash bonus which has quantitative and non-quantitative components. Generally, 70% of the bonus is quantitatively determined, based typically on a four-year rolling average of pre-tax performance of all registered investment company accounts for which a portfolio manager has day-to-day management responsibilities versus the performance of a pre-determined peer group. In instances where a portfolio manager has responsibility for management of more than one fund, an asset weighted four-year rolling average is used. High fund performance (against applicable peer group) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor fund performance (versus applicable peer group) could result in no bonus. The amount of fund assets under management typically has an impact on the bonus potential (for example, managing more assets increases the bonus potential); however, this factor typically carries less weight than relative performance. The remaining 30% portion of the bonus is discretionary as determined by AIM and takes into account other subjective factors. - - EQUITY-BASED COMPENSATION. Portfolio managers may be awarded options to purchase common shares and/or granted restricted shares of AMVESCAP stock from pools determined from time to time by the Remuneration Committee of the AMVESCAP Board of Directors. Awards of equity-based compensation typically vest over time, so as to create incentives to retain key talent. - - PARTICIPATION IN GROUP INSURANCE PROGRAMS. Portfolio managers are provided life insurance coverage in the form of a group variable universal life insurance policy, under which they may make additional contributions to purchase additional insurance coverage or for investment purposes. H-3 - - PARTICIPATION IN DEFERRED COMPENSATION PLAN. Portfolio managers are eligible to participate in a non-qualified deferred compensation plan, which affords participating employees the tax benefits of deferring the receipt of a portion of their cash compensation. Portfolio managers also participate in benefit plans and programs available generally to all employees. H-4 APPENDIX I ADMINISTRATIVE SERVICES FEES The Funds paid AIM the following amounts for administrative services for the last three fiscal years ended October 31:
FUND NAME 2006 2005 2004 - --------- -------- -------- -------- AIM Capital Development Fund $373,575 $324,055 $282,196 AIM Charter Fund 636,905 539,980 585,397 AIM Constellation Fund 704,343 670,217 710,711 AIM Diversified Dividend Fund 447,084 185,133 50,000 AIM Large Cap Basic Value Fund 142,103 138,773 125,883 AIM Large Cap Growth Fund 430,973 231,776 218,708
I-1 APPENDIX J BROKERAGE COMMISSIONS Brokerage commissions(1) paid by each of the Funds listed below during the last three fiscal years or period ended October 31, were as follows:
FUND 2006 2005 2004 - ---- ----------- ----------- ----------- AIM Capital Development Fund(2) $ 3,935,855 $ 3,358,430 $ 2,240,761 AIM Charter Fund(3) 5,707,555 3,616,226 3,381,601 AIM Constellation Fund(4) 18,848,355 10,706,868 10,626,009 AIM Diversified Dividend Fund(5) 516,481 682,346 67,689 AIM Large Cap Basic Value Fund(6) 255,947 71,583 149,169 AIM Large Cap Growth Fund(7) 2,412,631 1,575,129 2,273,002
(1) Disclosure regarding brokerage commissions is limited to commissions paid on agency trades and designated as such on the trade confirm. (2) The variation in brokerage commissions paid by AIM Charter Fund for the fiscal year October 31, 2006, as compared to the prior two fiscal years was due to an increase in turnover. (3) The variation in brokerage commissions paid by AIM Capital Development Fund for the fiscal year ended October 31, 2006, as compared to the prior two prior years was due to an increase in portfolio turnover. (4) The variation in brokerage commissions paid by AIM Constellation Fund for the fiscal year ended October 31, 2006, as compared to the two prior years was due to an increase in portfolio turnover when the fund acquired additional assets from the acquisition of two other funds. (5) The variation in brokerage commissions paid by AIM Diversified Dividend Fund for the fiscal year ended October 31, 2006, as compared to its fiscal year ended October 31, 2005, reflected a decrease in portfolio turnover during the Fund's most recent fiscal year. The variation in brokerage commissions paid by AIM Diversified Dividend Fund for the fiscal year ended October 31, 2005, as compared to its fiscal year ended October 31, 2004, was attributable to an increase in assets that resulted from the acquisition of another fund's assets during the Fund's fiscal year ended October 31, 2005, and the repositioning of the additional assets to fit within the Fund's investment strategies. (6) The variation in brokerage commissions paid by AIM Large Cap Basic Value Fund for the fiscal year ended October 31, 2006, as compared to the two prior fiscal years was due to an increase in portfolio turnover. (7) The variation in brokerage commissions paid by AIM Large Cap Growth Fund for the fiscal year ended October 31, 2006, as compared to the prior year was due to a significant increase in total assets when the fund acquired the additional assets from the acquisition of another fund. J-1 APPENDIX K DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS During the last fiscal year ended October 31, 2006, each Fund allocated the following amount of transactions to broker-dealers that provided AIM with certain research, statistics and other information:
Related Brokerage Fund Transactions(1) Commissions(1) - ---- --------------- -------------- AIM Capital Development Fund $ 2,280,231,685 $ 6,781,306 AIM Charter Fund 4,078,733,467 5,371,285 AIM Constellation Fund 13,481,813,152 16,465,698 AIM Diversified Dividend Fund 468,456,834 455,086 AIM Large Cap Basic Value Fund 228,926,982 210,651 AIM Large Cap Growth Fund 2,855,379,923 2,155,342
(1) Amount is inclusive of commissions paid to, and brokerage transactions placed with, certain brokers that provide execution, research and other services. During the last fiscal year ended October 31, 2006, the Funds purchased securities issued by the following companies, which are "regular" brokers or dealers of one or more of the Funds identified below:
Market Value (as of October 31, Fund/Issuer Security 2006) ----------- ------------ ------------------ AIM Charter Fund Citigroup Inc. Common Stock $ 76,277,810 Morgan Stanley Common Stock 74,557,006 UBS A.G. Common Stock 79,151,479 AIM Constellation Fund Goldman Sachs Group, Inc. (The) Common Stock 161,321,500 JP Morgan Chase & Co. Common Stock 158,684,618 Merrill Lynch & Co., Inc.. Common Stock 132,493,927 Morgan Stanley Common Stock 94,184,842 UBS A.G. Common Stock 48,320,052 AIM Diversified Dividend Fund Bank of America Corp. Common Stock 22,760,075 Citigroup Inc. Common Stock 26,584,800 Merrill Lynch & Co., Inc. Common Stock 15,857,988 Morgan Stanley Common Stock 19,268,003 AIM Large Cap Basic Value Fund Citigroup Inc. Common Stock 11,016,089 JP Morgan Chase & Co. Common Stock 13,394,969 Merrill Lynch & Co., Inc. Common Stock 8,353,243 Morgan Stanley Common Stock 8,713,020
K-1 AIM Large Cap Growth Fund Bear Stearns Cos. Inc. (The) Common Stock 26,094,405 Goldman Sachs Group, Inc. (The) Common Stock 79,565,282 JP Morgan Chase & Co. Common Stock 28,121,483 Lehman Brothers Holdings, Inc. Common Stock 50,350,571 Morgan Stanley Common Stock 28,279,100
K-2 APPENDIX L CERTAIN FINANCIAL ADVISORS THAT RECEIVE ONE OR MORE TYPES OF PAYMENTS 1st Global Capital Corporation A G Edwards & Sons, Inc. ADP Broker Dealer, Inc. Advantage Capital Corporation American General Securities, Inc. American Skandia Life Assurance Corporation American United Life Insurance Company Ameriprise Financial Services, Inc. APS Financial Associated Securities Corporation AXA Advisors, LLC Bank of New York Bank of Oklahoma N.A. BBVA Investments Bear Stearns Securities Co Brown Brothers Harriman Cadaret Grant & Company, Inc. Cambridge Investment Research, Inc. Cantella Cantor Fitzgerald Centennial Bank Charles Schwab & Company, Inc. Chase Investment Services Corporation Chicago Mercantile Exchange Citigroup CitiCorp Investment Services Citigroup Global Markets, Inc. Citistreet Equities LLC Comerica Bank Commonwealth Financial Network Compass Brokerage, Inc. Contemporary Financial Solutions, Inc. Credit Suisse CUNA Brokerage Services, Inc. CUSO Financial Services, Inc. Equity Services, Inc. Fidelity Brokerage Services, LLC Fidelity Institutional Operations Company, Inc. Fifth Third Bank Financial Network Investment Corporation Fiserv Frost Brokerage Services, Inc. Frost National Bank FSC Securities Corporation Fund Services Advisors Goldman Sachs Great West Life & Annuity Company Guaranty Bank & Trust Guardian Insurance & Annuity Company, Inc. GunnAllen Finanical Harris Nesbitt Burns H. D. Vest Investment Securities, Inc. Hilliard Lyons, Inc. Hornor Townsend & Kent, Inc. Huntington ING Financial Partners, Inc. ING USA Annuity and Life Insurance Company Intersecurities, Inc. INVEST Financial Corporation, Inc. Investment Centers of America, Inc. Jefferson Pilot Securities Corporation JM Lummis Securities JP Morgan Chase LaSalle Lincoln Financial Advisors Corporation Lincoln Investment Planning, Inc. Linsco/Private Ledger Corporation M & I Trust M & T Securities, Inc. M M L Investors Services, Inc. Matrix McDonald Investments, Inc. Mellon Financial Merrill Lynch & Company, Inc. Merrill Lynch Life Insurance Company Metlife Securities, Inc. Meyer Financial Group Money Concepts Capital Corporation Morgan Keegan & Company, Inc. Morgan Stanley Morgan Stanley DW Inc. Multi-Financial Securities Corporation Mutual Service Corporation N F P Securities, Inc. NatCity Investments, Inc. National Planning Corporation Nationwide Investment Services Corporation New England Securities Corporation Next Financial Group, Inc. Northwestern Mutual Investment Services NYLIFE Distributors, LLC Oppenheimer & Company, Inc. Pershing LLC PFS Investments, Inc. Piper Jaffray & Company PNC Capital Markets Primevest Financial Services, Inc. Proequities, Inc. R B C Centura Securities, Inc. R B C Dain Rauscher, Inc. Raymond James & Associates, Inc. Raymond James Financial Services, Inc. Ross Sinclair and Associates Royal Alliance Associates, Inc. SCF Securities S I I Investments, Inc. Securities America, Inc. Sentra Securities Corporation Signator Investors, Inc. Simmons 1st Investment Group Spelman & Company, Inc. State Farm VP Management Corp State Street Bank & Trust Company SunAmerica Securities, Inc. SunGard Institutional Brokerage, Inc. Sungard Investment Products, Inc. SunTrust Bank, Central Florida, N.A. SunTrust Robinson Humphrey SWS Financial Services The (Wilson) William Financial Tower Square Securities, Inc. Transamerica Financial Advisors, Inc. Transamerica Life Insurance & Annuity Company Trust Management Network U.S. Bancorp Investments, Inc. UBS Financial Services Inc. Union Bank of California United Planner Financial Service USAllianz Securities, IncUS Bank UVEST Financial Services, Inc. V S R Financial Services, Inc. VALIC Financial Advisors, Inc. vFinance Investments Wachovia Capital Markets LLC Wachovia Securities, LLC Walnut Street Securities, Inc. Waterstone Financial Group, Inc. Wells Fargo Investments, LLC Woodbury Financial Services, Inc. X C U Capital Corporation, Inc. Zions Bank L-1 APPENDIX M AMOUNTS PAID TO A I M DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS A list of amounts paid by each class of shares to AIM Distributors pursuant to the Plans for the fiscal year or period ended October 31, 2006 follows:
INVESTOR CLASS A CLASS B CLASS C CLASS R CLASS FUND SHARES SHARES SHARES SHARES SHARES - ---- ----------- ----------- ---------- ------- ---------- AIM Capital Development Fund $ 2,395,434 $ 2,895,282 $1,000,475 $66,133 $ 20,584 AIM Charter Fund 8,473,275 11,979,176 2,110,972 20,021 N/A AIM Constellation Fund 14,562,362 8,749,162 2,286,876 54,338 N/A AIM Diversified Dividend Fund 572,983 944,380 466,478 756 1,768,474 AIM Large Cap Basic Value Fund 325,607 669,714 268,591 7,577 153,427 AIM Large Cap Growth Fund 1,636,128 4,573,816 1,299,294 36,208 732,585
M-1 APPENDIX N ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS An estimate by category of the allocation of actual fees paid by Class A shares of the Funds during the fiscal year ended October 31, 2006, follows:
PRINTING & UNDERWRITERS DEALERS TRAVEL RELATED ADVERTISING MAILING COMPENSATION COMPENSATION SEMINARS TO MARKETING PERSONNEL ----------- ---------- ------------ ------------ -------- -------------- --------- AIM Capital Development Fund $0 $ 0 $0 $ 2,395,434 $0 $0 $0 AIM Charter Fund 0 0 0 8,473,275 0 0 0 AIM Constellation Fund 0 0 0 14,562,362 0 0 0 AIM Diversified Dividend Fund 0 0 0 572,982 0 0 0 AIM Large Cap Basic Value Fund 0 0 0 325,607 0 0 0 AIM Large Cap Growth Fund 0 0 0 1,636,128 0 0 0
An estimate by category of the allocation of actual fees paid by Class B shares of the Funds during the fiscal year ended October 31, 2006, follows:
PRINTING & UNDERWRITERS DEALERS TRAVEL RELATED ADVERTISING MAILING COMPENSATION COMPENSATION SEMINARS TO MARKETING PERSONNEL ----------- ---------- ------------ ------------ -------- -------------- --------- AIM Capital Development Fund $ 4,130 $ 599 $ 2,171,462 $ 688,438 $1,576 $1,051 $ 28,026 AIM Charter Fund 14,941 2,227 8,984,382 2,868,267 5,239 3,902 100,218 AIM Constellation Fund 12,680 1,883 6,561,871 2,080,718 4,501 3,442 84,067 AIM Diversified Dividend Fund 2,237 323 708,285 218,941 768 768 13,058 AIM Large Cap Basic Value Fund 941 166 502,286 159,490 554 0 6,277 AIM Large Cap Growth Fund 7,458 1,111 3,430,362 1,080,315 2,773 1,890 49,907
N-1 An estimate by category of the allocation of actual fees paid by Class C shares of the Funds during the fiscal year ended October 31, 2006, follows:
PRINTING & UNDERWRITERS DEALERS TRAVEL RELATED ADVERTISING MAILING COMPENSATION COMPENSATION SEMINARS TO MARKETING PERSONNEL ----------- ---------- ------------ ------------ -------- -------------- --------- AIM Capital Development Fund $3,677 $519 $137,693 $ 828,687 $1,574 $1,049 $27,276 AIM Charter Fund 3,004 457 95,862 1,991,117 1,038 692 18,803 AIM Constellation Fund 4,572 688 163,568 2,082,496 1,754 1,435 32,363 AIM Diversified Dividend Fund 2,805 495 98,142 344,134 1,650 0 19,252 AIM Large Cap Basic Value Fund 0 0 27,301 234,886 0 0 6,404 AIM Large Cap Growth Fund 2,953 432 105,836 1,166,808 1,420 874 20,971
An estimate by category of the allocation of actual fees paid by Class R shares of the Funds during the fiscal year ended October 31, 2006, follows:
PRINTING & UNDERWRITERS DEALERS TRAVEL RELATED ADVERTISING MAILING COMPENSATION COMPENSATION SEMINARS TO MARKETING PERSONNEL ----------- ---------- ------------ ------------ -------- -------------- --------- AIM Capital Development Fund $465 $72 $7,775 $54,133 $231 $187 $3,270 AIM Charter Fund 118 19 2,248 16,726 44 38 828 AIM Constellation Fund 328 52 6,828 44,544 137 117 2,332 AIM Diversified Dividend Fund 15 2 346 271 8 8 107 AIM Large Cap Basic Value Fund 53 8 1,061 6,061 18 15 361 AIM Large Cap Growth Fund 203 31 3,897 30,521 81 70 1,405
N-2 An estimate by category of the allocation of actual fees paid by Investor Class shares of the Funds during the fiscal year ended October 31, 2006, follows:
PRINTING & UNDERWRITERS DEALERS TRAVEL RELATED ADVERTISING MAILING COMPENSATION COMPENSATION SEMINARS TO MARKETING PERSONNEL ----------- ---------- ------------ ------------ -------- -------------- --------- AIM Capital Development Fund $ 0 $ 0 $0 $ 20,584 $ 0 $ 0 $ 0 AIM Diversified Dividend Fund 8,902 1,331 0 1,692,023 3,268 2,408 60,542 AIM Large Cap Basic Value Fund 0 0 0 153,427 0 0 0 AIM Large Cap Growth Fund 11,915 1,738 0 630,351 3,996 2,997 81,588
N-3 APPENDIX O TOTAL SALES CHARGES The following chart reflects the total sales charges paid in connection with the sale of Class A shares of each Fund and the amount retained by AIM Distributors for the last three fiscal periods or years ending October 31:
2006 2005 2004 --------------------- --------------------- --------------------- SALES AMOUNT SALES AMOUNT SALES AMOUNT CHARGES RETAINED CHARGES RETAINED CHARGES RETAINED ---------- -------- ---------- -------- ---------- -------- AIM Capital Development Fund $1,307,797 $214,742 $1,018,717 $165,953 $1,053,950 $171,202 AIM Charter Fund 1,435,978 242,014 1,010,151 172,034 1,424,204 234,197 AIM Constellation Fund 3,295,758 577,096 2,938,036 504,333 4,354,421 743,284 AIM Diversified Dividend Fund 533,635 88,939 902,193 147,003 392,983 64,410 AIM Large Cap Basic Value Fund 206,017 36,390 293,568 50,935 464,545 78,339 AIM Large Cap Growth Fund 934,112 157,503 407,884 67,181 497,494 83,801
The following chart reflects the contingent deferred sales charges paid by Class A, Class B, Class C and Class R shareholders and retained by AIM Distributors for the last three fiscal periods or years ended October 31:
2006 2005 2004 -------- -------- -------- AIM Capital Development Fund $118,427 $ 79,052 $ 31,883 AIM Charter Fund 522,698 173,222 70,086 AIM Constellation Fund 577,268 280,103 115,355 AIM Diversified Dividend Fund 69,926 43,902 10,486 AIM Large Cap Basic Value Fund 36,260 37,746 17,199 AIM Large Cap Growth Fund 325,062 51,443 18,165
O-1 APPENDIX P-1 PENDING LITIGATION ALLEGING MARKET TIMING The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more AIM Funds, IFG, AIM, AIM Management, AMVESCAP, certain related entities, certain of their current and former officers and/or certain unrelated third parties and are based on allegations of improper market timing and related activity in the AIM Funds. These lawsuits either have been served or have had service of process waived (with the exception of the Sayegh lawsuit discussed below). RICHARD LEPERA, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., INVESCO BOND FUNDS, INC., INVESCO SECTOR FUNDS, INC. AND DOE DEFENDANTS 1-100, in the District Court, City and County of Denver, Colorado, (Civil Action No. 03-CV-7600), filed on October 2, 2003. This claim alleges: common law breach of fiduciary duty; common law breach of contract; and common law tortious interference with contract. The plaintiff in this case is seeking: compensatory and punitive damages; injunctive relief; disgorgement of revenues and profits; and costs and expenses, including counsel fees and expert fees. MIKE SAYEGH, ON BEHALF OF THE GENERAL PUBLIC, V. JANUS CAPITAL CORPORATION, JANUS CAPITAL MANAGEMENT LLC, JANUS INVESTMENT FUND, EDWARD J. STERN, CANARY CAPITAL PARTNERS LLC, CANARY INVESTMENT MANAGEMENT LLC, CANARY CAPITAL PARTNERS LTD., KAPLAN & CO. SECURITIES INC., BANK ONE CORPORATION, BANC ONE INVESTMENT ADVISORS, THE ONE GROUP MUTUAL FUNDS, BANK OF AMERICA CORPORATION, BANC OF AMERICA CAPITAL MANAGEMENT LLC, BANC OF AMERICA ADVISORS LLC, NATIONS FUND INC., ROBERT H. GORDON, THEODORE H. SIHPOL III, CHARLES D. BRYCELAND, SECURITY TRUST COMPANY, STRONG CAPITAL MANAGEMENT INC., JB OXFORD & COMPANY, ALLIANCE CAPITAL MANAGEMENT HOLDING L.P., ALLIANCE CAPITAL MANAGEMENT L.P., ALLIANCE CAPITAL MANAGEMENT CORPORATION, AXA FINANCIAL INC., ALLIANCEBERNSTEIN REGISTRANTS, GERALD MALONE, CHARLES SCHAFFRAN, MARSH & MCLENNAN COMPANIES, INC., PUTNAM INVESTMENTS TRUST, PUTNAM INVESTMENT MANAGEMENT LLC, PUTNAM INVESTMENT FUNDS, AND DOES 1-500, in the Superior Court of the State of California, County of Los Angeles (Case No. BC304655), filed on October 22, 2003 and amended on December 17, 2003 to substitute INVESCO Funds Group, Inc. and Raymond R. Cunningham for unnamed Doe defendants. This claim alleges unfair business practices and violations of Sections 17200 and 17203 of the California Business and Professions Code. The plaintiff in this case is seeking: injunctive relief; restitution, including pre-judgment interest; an accounting to determine the amount to be returned by the defendants and the amount to be refunded to the public; the creation of an administrative process whereby injured customers of the defendants receive their losses; and counsel fees. RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY FUND, V. WILLIAM P. CARMICHAEL, WILLIAM H. GRIGG, THOMAS F. KELLER, CARL E. MUNDY, JR., CORNELIUS J. PINGS, A. MAX WALKER, CHARLES B. WALKER, EDMUND L. BENSON, III, ROBERT H. GORDON, JAMES B. SOMMERS, THOMAS S. WORD, JR., EDWARD D. BEDARD, GERALD MURPHY, ROBERT B. CARROLL, INVESCO GLOBAL ASSET MANAGEMENT, PUTNAM INVESTMENT MANAGEMENT, BANK OF AMERICA CORPORATION, MARSICO CAPITAL MANAGEMENT, LLC, BANC OF AMERICA ADVISORS, LLC, BANC OF AMERICA CAPITAL MANAGEMENT, LLC, AND NATIONS FUNDS TRUST, in the Superior Court Division, P-1 State of North Carolina (Civil Action No. 03-CVS-19622), filed on November 14, 2003. This claim alleges common law breach of fiduciary duty; abuse of control; gross mismanagement; waste of fund assets; and unjust enrichment. The plaintiff in this case is seeking: injunctive relief, including imposition of a constructive trust; damages; restitution and disgorgement; and costs and expenses, including counsel fees and expert fees. L. SCOTT KARLIN, DERIVATIVELY ON BEHALF OF INVESCO FUNDS GROUP, INC. V. AMVESCAP, PLC, INVESCO, INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, AND CANARY CAPITAL PARTNERS, LTD., in the United States District Court, District of Colorado (Civil Action No. 03-MK-2406), filed on November 28, 2003. This claim alleges violations of Section 36(b) of the Investment Company Act of 1940 ("Investment Company Act"), and common law breach of fiduciary duty. The plaintiff in this case is seeking damages and costs and expenses, including counsel fees and expert fees. RICHARD RAVER, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC, AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL PARTNERS, LLC, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-F-2441), filed on December 2, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act of 1933 (the "Securities Act"); Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"); Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief. JERRY FATTAH, CUSTODIAN FOR BASIM FATTAH, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER'S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND, AIM INVESCO U.S. GOVERNMENT MONEY FUND, INVESCO ADVANTAGE P-2 FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-F-2456), filed on December 4, 2003. This claim alleges violations of: Sections 11 and 15 of Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees. EDWARD LOWINGER AND SHARON LOWINGER, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER'S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND, AIM INVESCO U.S. GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO; INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in the United States District Court, Southern District of New York (Civil Action No. 03-CV-9634), filed on December 4, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees P-3 paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees. JOEL GOODMAN, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC. AND RAYMOND R. CUNNINGHAM, in the District Court, City and County of Denver, Colorado (Case Number 03CV9268), filed on December 5, 2003. This claim alleges common law breach of fiduciary duty and aiding and abetting breach of fiduciary duty. The plaintiffs in this case are seeking: injunctive relief; accounting for all damages and for all profits and any special benefits obtained; disgorgement; restitution and damages; costs and disbursements, including counsel fees and expert fees; and equitable relief. STEVEN B. EHRLICH, CUSTODIAN FOR ALEXA P. EHRLICH, UGTMA/FLORIDA, AND DENNY P. JACOBSON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURERS MONEY MARKET RESERVE FUND, AIM INVESCO TREASURERS TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-N-2559), filed on December 17, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees. JOSEPH R. RUSSO, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY P-4 GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURERS MONEY MARKET RESERVE FUND, AIM INVESCO TREASURERS TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in the United States District Court, Southern District of New York (Civil Action No. 03-CV-10045), filed on December 18, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees. MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AMVESCAP PLC, AVZ, INC., AMVESCAP RETIREMENT, INC., AMVESCAP NATIONAL TRUST COMPANY, ROBERT F. MCCULLOUGH, GORDON NEBEKER, JEFFREY G. CALLAHAN, INVESCO FUNDS GROUP, INC., RAYMOND R. CUNNINGHAM, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-M-2604), filed on December 24, 2003. This claim alleges violations of Sections 404, 405 and 406B of the Employee Retirement Income Security Act ("ERISA"). The plaintiffs in this case are seeking: declarations that the defendants breached their ERISA fiduciary duties and that they are not entitled to the protection of Section 404(c)(1)(B) of ERISA; an order compelling the defendants to make good all losses to a particular retirement plan described in this case (the "Retirement Plan") resulting from the defendants' breaches of their fiduciary duties, including losses to the Retirement Plan resulting from imprudent investment of the Retirement Plan's assets, and to restore to the Retirement Plan all profits the defendants made through use of the Retirement Plan's assets, and to restore to the Retirement Plan all profits which the participants would have made if the defendants had fulfilled their fiduciary obligations; damages on behalf of the Retirement Plan; imposition of a constructive trust, injunctive relief, damages suffered by the Retirement Plan, to be allocated proportionately to the participants in the Retirement Plan; restitution and other costs and expenses, including counsel fees and expert fees. PAT B. GORSUCH AND GEORGE L. GORSUCH V. INVESCO FUNDS GROUP, INC. AND AIM ADVISER, INC., in the United States District Court, District of Colorado (Civil Action No. 03-MK-2612), filed on December 24, 2003. This claim alleges violations of Sections 15(a), 20(a) and 36(b) of the Investment Company Act. The plaintiffs in this case are seeking: rescission and/or voiding of the investment advisory agreements; return of fees paid; damages; and other costs and expenses, including counsel fees and expert fees. P-5 LORI WEINRIB, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC., AMVESCAP PLC, TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in the United States District Court, Southern District of New York (Civil Action No. 04-CV-00492), filed on January 21, 2004. This claim alleges violations of: Sections 11 and 15 of the 1933 Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees. ROBERT S. BALLAGH, JR., INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL PARTNERS, LLC, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 04-MK-0152), filed on January 28, 2004. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief. JONATHAN GALLO, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE P-6 OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL PARTNERS, LLC, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 04-MK-0151), filed on January 28, 2004. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief. EILEEN CLANCY, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER'S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM AND THOMAS KOLBE, in the United States District Court, Southern District of New York (Civil Action No. 04-CV-0713), filed on January 30, 2004. This claim alleges violations of Sections 11 and 15 of the Securities Act. The plaintiffs in this case are seeking: compensatory damages, rescission; return of fees paid; and other costs and expenses, including counsel fees and expert fees. SCOTT WALDMAN, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO DYNAMICS FUND, INVESCO EUROPEAN FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC., AMVESCAP PLC, AND RAYMOND CUNNINGHAM, in the United States District Court, Southern District of New York (Civil Action No. 04-CV-00915), filed on February 3, 2004. This claim alleges violations of Sections 11 and 15 of the Securities Act and common law breach of fiduciary duty. The plaintiffs in this case are seeking compensatory damages; injunctive relief; and costs and expenses, including counsel fees and expert fees. P-7 CARL E. VONDER HAAR AND MARILYN P. MARTIN, ON BEHALF OF THEMSELVES AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC. AND DOE DEFENDANTS 1-100, in the United States District Court, District of Colorado (Civil Action No. 04-CV-812), filed on February 5, 2004. This claim alleges: common law breach of fiduciary duty; breach of contract; and tortious interference with contract. The plaintiffs in this case are seeking: injunctive relief; damages; disgorgement; and costs and expenses, including counsel fees and expert fees. HENRY KRAMER, DERIVATIVELY ON BEHALF OF INVESCO ENERGY FUND, INVESCO STOCK FUNDS, INC., AND INVESCO MUTUAL FUNDS V. AMVESCAP, PLC, INVESCO FUNDS GROUP, INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, AND CANARY CAPITAL PARTNERS, LTD., DEFENDANTS, AND INVESCO ENERGY FUND, INVESCO STOCK FUNDS, INC., AND INVESCO MUTUAL FUNDS, NOMINAL DEFENDANTS, in the United States District Court, District of Colorado (Civil Action No. 04-MK-0397), filed on March 4, 2004. This claim alleges violations of Section 36(b) of the Investment Company Act and common law breach of fiduciary duty. The plaintiff in this case is seeking damages and costs and expenses, including counsel fees and expert fees. CYNTHIA L. ESSENMACHER, DERIVATIVELY ON BEHALF OF THE INVESCO DYNAMICS FUND AND THE REMAINING "INVESCO FUNDS" V. INVESCO FUNDS GROUPS, INC., AMVESCAP PLC, AIM MANAGEMENT GROUP, INC., RAYMOND CUNNINGHAM, TIMOTHY MILLER, THOMAS KOLBE AND MICHAEL LEGOSKI, DEFENDANTS, AND INVESCO DYNAMICS FUND AND THE "INVESCO FUNDS", NOMINAL DEFENDANTS, in the United States District Court, District of Delaware (Civil Action No. 04-CV-188), filed on March 29, 2004. This claim alleges: violations of Section 36(b) of the Investment Company Act; violations of Section 206 of the Advisers Act; common law breach of fiduciary duty; and civil conspiracy. The plaintiff in this case is seeking: damages; injunctive relief; and costs and expenses, including counsel fees and expert fees. ANNE G. PERENTESIS (WIDOW) V. AIM INVESTMENTS, ET AL (INVESCO FUNDS GROUP, INC.), in the District Court of Maryland for Baltimore County (Case No. 080400228152005), filed on July 21, 2005. This claim alleges financial losses, mental anguish and emotional distress as a result of unlawful market timing and related activity by the defendants. The plaintiff in this case is seeking damages and costs and expenses. Pursuant to an Order of the MDL Court, plaintiffs in the above lawsuits (with the exception of Carl E. Vonder Haar, et al. v. INVESCO Funds Group, Inc. et al. and Mike Sayegh v. Janus Capital Corporation, et al.) consolidated their claims for pre-trial purposes into three amended complaints against various AIM- and IFG-related parties: (i) a Consolidated Amended Class Action Complaint purportedly brought on behalf of shareholders of the AIM Funds (the Lepera lawsuit discussed below); (ii) a Consolidated Amended Fund Derivative Complaint purportedly brought on behalf of the AIM Funds and fund registrants (the Essenmacher lawsuit discussed below); and (iii) an Amended Class Action Complaint for Violations of the Employee Retirement Income Securities Act ("ERISA") purportedly brought on behalf of participants in AMVESCAP's 401(k) plan (the Calderon lawsuit discussed below). The plaintiffs in the Vonder Haar and Sayegh lawsuits continue to seek remand of their lawsuits to state court. Set forth below is detailed information about these three amended complaints. RICHARD LEPERA, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED (LEAD PLAINTIFF: CITY OF CHICAGO DEFERRED COMPENSATION PLAN), V. INVESCO FUNDS GROUP, INC., AMVESCAP, PLC, AIM INVESTMENTS, AIM ADVISORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO ASSETS MANAGEMENT LIMITED, INVESCO GLOBAL ASSETS MANAGEMENT (N.A.), AIM P-8 STOCK FUNDS, AIM MUTUAL FUNDS, AIM COMBINATION STOCK & BOND FUNDS, AIM SECTOR FUNDS, AIM TREASURER'S SERIES TRUST, INVESCO DISTRIBUTORS, INC., AIM DISTRIBUTORS, INC., RAYMOND R. CUNNINGHAM, TIMOTHY J. MILLER, THOMAS A. KOLBE, MICHAEL D. LEGOSKI, MICHAEL K. BRUGMAN, MARK WILLIAMSON, EDWARD J. STERN, CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., RYAN GOLDBERG, MICHAEL GRADY, CITIGROUP, INC., CITIGROUP GLOBAL MARKETS HOLDINGS, INC., SALOMON SMITH BARNEY, INC., MORGAN STANLEY DW, ANNA BRUGMAN, ANB CONSULTING, LLC, KAPLAN & CO. SECURITIES INC., SECURITY TRUST COMPANY, N.A., GRANT D. SEEGER, JB OXFORD HOLDINGS, INC., NATIONAL CLEARING CORPORATION, JAMES G. LEWIS, KRAIG L. KIBBLE, JAMES Y. LIN, BANK OF AMERICA CORPORATION, BANC OF AMERICA SECURITIES LLC, THEODORE C. SIHPOL, III, BEAR STEARNS & CO., INC., BEAR STEARNS SECURITIES CORP., CHARLES SCHWAB & CO., CREDIT SUISSE FIRST BOSTON (USA) INC., PRUDENTIAL FINANCIAL, INC., PRUDENTIAL SECURITIES, INC., CANADIAN IMPERIAL BANK OF COMMERCE, JP MORGAN CHASE AND CO., AND JOHN DOE DEFENDANTS 1-100, in the MDL Court (Case No. 04-MD-15864; No. 04-CV-00814-JFM) (originally in the United States District Court for the District of Colorado), filed on September 29, 2004. This lawsuit alleges violations of Sections 11, 12(a) (2), and 15 of the Securities Act; Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder; Section 20(a) of the Exchange Act; Sections 34(b), 36(a), 36(b) and 48(a) of the Investment Company Act; breach of fiduciary duty/constructive fraud; aiding and abetting breach of fiduciary duty; and unjust enrichment. The plaintiffs in this lawsuit are seeking: compensatory damages, including interest; and other costs and expenses, including counsel and expert fees. CYNTHIA ESSENMACHER, SILVANA G. DELLA CAMERA, FELICIA BERNSTEIN AS CUSTODIAN FOR DANIELLE BROOKE BERNSTEIN, EDWARD CASEY, TINA CASEY, SIMON DENENBERG, GEORGE L. GORSUCH, PAT B. GORSUCH, L. SCOTT KARLIN, HENRY KRAMER, JOHN E. MORRISEY, HARRY SCHIPPER, BERTY KREISLER, GERSON SMITH, CYNTHIA PULEO, ZACHARY ALAN STARR, JOSHUA GUTTMAN, AND AMY SUGIN, DERIVATIVELY ON BEHALF OF THE MUTUAL FUNDS, TRUSTS AND CORPORATIONS COMPRISING THE INVESCO AND AIM FAMILY OF MUTUAL FUNDS V. AMVESCAP, PLC, INVESCO FUNDS GROUP, INC., INVESCO DISTRIBUTORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO ASSETS MANAGEMENT LIMITED, INVESCO GLOBAL ASSETS MANAGEMENT (N.A.), AIM MANAGEMENT GROUP, INC., AIM ADVISERS, INC., AIM INVESTMENT SERVICES, INC., AIM DISTRIBUTORS, INC., FUND MANAGEMENT COMPANY, MARK H. WILLIAMSON, RAYMOND R. CUNNINGHAM, TIMOTHY MILLER, THOMAS KOLBE, MICHAEL LEGOSKI, MICHAEL BRUGMAN, FRED A. DEERING, VICTOR L. ANDREWS, BOB R. BAKER, LAWRENCE H. BUDNER, JAMES T. BUNCH, GERALD J. LEWIS, JOHN W. MCINTYRE, LARRY SOLL, RONALD L. GROOMS, WILLIAM J. GALVIN, JR., ROBERT H. GRAHAM, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JACK M. FIELDS, CARL FRISCHILING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, LOUIS S. SKLAR, OWEN DALY II, AURUM SECURITIES CORP., AURUM CAPITAL MANAGEMENT CORP., GOLDEN GATE FINANCIAL GROUP, LLC, BANK OF AMERICA CORP., BANC OF AMERICA SECURITIES LLC, BANK OF AMERICA, N.A., BEAR STEARNS & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY INVESTMENT MANAGEMENT, LLC, EDWARD J. STERN, CANADIAN IMPERIAL BANK OF COMMERCE, CIRCLE TRUST COMPANY, RYAN GOLDBERG, MICHAEL GRADY, KAPLAN & CO. SECURITIES, INC., JP MORGAN CHASE & CO., OPPENHEIMER & CO., INC., PRITCHARD CAPITAL PARTNERS LLC, TIJA MANAGEMENT, TRAUTMAN WASSERMAN & COMPANY, INC., DEFENDANTS, AND THE INVESCO FUNDS AND THE AIM FUNDS AND ALL TRUSTS AND P-9 CORPORATIONS THAT COMPRISE THE INVESCO FUNDS AND AIM FUNDS THAT WERE MANAGED BY INVESCO AND AIM, NOMINAL DEFENDANTS, in the MDL Court (Case No. 04-MD-15864-FPS; No. 04-819), filed on September 29, 2004. This lawsuit alleges violations of Sections 206 and 215 of the Investment Advisers Act; Sections 36(a), 36(b) and 47 of the Investment Company Act; control person liability under Section 48 of the Investment Company Act; breach of fiduciary duty; aiding and abetting breach of fiduciary duty; breach of contract; unjust enrichment; interference with contract; and civil conspiracy. The plaintiffs in this lawsuit are seeking: removal of director defendants; removal of adviser, sub-adviser and distributor defendants; rescission of management and other contracts between the Funds and defendants; rescission of 12b-1 plans; disgorgement of management fees and other compensation/profits paid to adviser defendants; compensatory and punitive damages; and fees and expenses, including attorney and expert fees. MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AVZ, INC., AMVESCAP RETIREMENT, INC., AMVESCAP NATIONAL TRUST COMPANY, INVESCO FUNDS GROUP, INC., AMVESCAP, ROBERT F. MCCULLOUGH, GORDON NEBEKER, JEFFREY G. CALLAHAN, AND RAYMOND R. CUNNINGHAM, in the MDL Court (Case No. 1:04-MD-15864-FPS), filed on September 29, 2004. This lawsuit alleges violations of ERISA Sections 404, 405 and 406. The plaintiffs in this lawsuit are seeking: declaratory judgment; restoration of losses suffered by the plan; disgorgement of profits; imposition of a constructive trust; injunctive relief; compensatory damages; costs and attorneys' fees; and equitable restitution. On March 1, 2006, the MDL Court entered orders on Defendants' Motions to dismiss in the derivative (Essenmacher) and class action (Lepera) lawsuits. The MDL Court dismissed all derivative causes of action in the Essenmacher lawsuit but two: (i) the excessive fee claim under Section 36(b) of the Investment Company Act of 1940 (the "1940 Act"); and (ii) the "control person liability" claim under Section 48 of the 1940 Act. The MDL Court dismissed all claims asserted in the Lepera class action lawsuit but three: (i) the securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934; (ii) the excessive fee claim under Section 36(b) of the 1940 Act (which survived only insofar as plaintiffs seek recovery of fees associated with the assets involved in market timing); and (iii) the "control person liability" claim under Section 48 of the 1940 Act. On June 14, 2006, the MDL Court entered an order dismissing the Section 48 claim in the derivative (Essenmacher) lawsuit. Based on the MDL Court's March 1, 2006 and June 14, 2006 orders, all claims asserted against the Funds that have been transferred to the MDL Court have been dismissed, although certain Funds remain nominal defendants in the derivative (Essenmacher) lawsuit. Defendants filed their Original Answer in the class action (Lepera) lawsuit on March 31, 2006. The MDL Court has indefinitely deferred Defendants' obligation to answer the derivative (Essenmacher) lawsuit. The Plaintiffs in the class action (Lepera) lawsuit stipulated that their claims against AIM, ADI and AIM Investment Services, Inc. ("AIS") are based solely on successor liability for alleged timing in the AIM Funds formerly advised by IFG and that they are not making any claims based on alleged timing in the other AIM Funds. Based upon this stipulation, AIM withdrew its pending Motion to Dismiss the claims against AIM, ADI and AIS. On September 15, 2006, Judge Motz for the MDL Court granted the AMVESCAP Defendants' motion to dismiss the ERISA (Calderon) lawsuit and dismissed such lawsuit. The Plaintiff has commenced an appeal from Judge Motz's decision. P-10 APPENDIX P-2 PENDING LITIGATION ALLEGING INADEQUATELY EMPLOYED FAIR VALUE PRICING The following civil class action lawsuits involve, depending on the lawsuit, one or more AIM Funds, IFG and/or AIM and allege that the defendants inadequately employed fair value pricing. These lawsuits either have been served or have had service of process waived. T.K. PARTHASARATHY, EDMUND WOODBURY, STUART ALLEN SMITH AND SHARON SMITH, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. T. ROWE PRICE INTERNATIONAL FUNDS, INC., T. ROWE PRICE INTERNATIONAL, INC., ARTISAN FUNDS, INC., ARTISAN PARTNERS LIMITED PARTNERSHIP, AIM INTERNATIONAL FUNDS, INC. AND AIM ADVISORS, INC., in the Third Judicial Circuit Court for Madison County, Illinois (Case No. 2003-L-001253), filed on September 23, 2003. This claim alleges: common law breach of duty and common law negligence and gross negligence. The plaintiffs in these cases are seeking: compensatory and punitive damages; interest; and attorneys' fees and costs. The Third Judicial Circuit Court for Madison County, Illinois has issued an order severing the claims of plaintiff Parthasarathy from the claims of the other plaintiffs against AIM and other defendants. As a result, AIM is a defendant in the following severed action: EDMUND WOODBURY, STUART ALLEN SMITH and SHARON SMITH, Individually and On Behalf of All Others Similarly Situated, v. AIM INTERNATIONAL FUNDS, INC., ET AL., in the Third Judicial Circuit Court for Madison County, Illinois (Case No. 03-L-1253A). The claims made by Plaintiffs and the relief sought in the Woodbury lawsuit are identical to those in the Parthasarathy lawsuit. Based on a recent Federal appellate court decision (the "Kircher" case), AIM and the other defendants in the Woodbury lawsuit removed the action to Federal District Court (U.S. District Court, Southern District of Illinois, Cause No. 05-CV-302-DRH) on April 22, 2005. On June 10, 2005, the Court dismissed the Woodbury lawsuit based upon the Kircher ruling and ordered the court clerk to close this case. On August 27, 2005, Plaintiffs filed their Notice of Appeal. On September 2, 2005, the Federal Appellate Court consolidated the nine cases on this subject matter, including the case against AIM. AIM has submitted a statement to the Federal Appellate Court asserting that the U.S. Supreme Court's holding in the Dabit case mandates the dismissal of the Plaintiffs' appeals. The appeals were vacated and the suit remanded back to Illinois state court. The Defendants removed the suit to Federal District Court and the parties are contesting whether the proper venue for this action is the Federal District Court or the Illinois state court. On December 29, 2006, the Defendants filed a Motion to Dismiss. JOHN BILSKI, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AIM INTERNATIONAL FUNDS, INC., AIM ADVISORS, INC., INVESCO INTERNATIONAL FUNDS, INC., INVESCO FUNDS GROUP, INC., T. ROWE PRICE INTERNATIONAL FUNDS, INC. AND T. ROWE PRICE INTERNATIONAL, INC., in the United States District Court, Southern District of Illinois (East St. Louis) (Case No. 03-772), filed on November 19, 2003. This claim alleges: violations of Sections 36(a) and 36(b) of the Investment Company Act of 1940; common law breach of duty; and common law negligence and gross negligence. The plaintiff in this case is seeking: compensatory and punitive damages; interest; and attorneys' fees and costs. This lawsuit has been transferred to the MDL Court by order of the United States District Court, Southern District of Illinois (East St. Louis). P-11 APPENDIX P-3 PENDING LITIGATION ALLEGING IMPROPER MUTUAL FUND SALES PRACTICES AND DIRECTED-BROKERAGE ARRANGEMENTS The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more of AIM Management, IFG, AIM, AIS and/or certain of the trustees of the AIM Funds and allege that the defendants improperly used the assets of the AIM Funds to pay brokers to aggressively push the AIM Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. These lawsuits either have been served or have had service of process waived. By order of the United States District Court for the Southern District of Texas, Houston Division, the claims made in the Beasley, Kehlbeck Trust, Fry, Apu and Bendix lawsuits discussed below were consolidated into the Boyce lawsuit discussed below and these other lawsuits were administratively closed. On September 29, 2006, the Court dismissed with prejudice all claims in the Boyce lawsuit except for the Section 36(b) claim, which Section 36(b) claim was dismissed with leave to amend to plead it properly as a derivative claim. On December 7, 2006, the plaintiffs in the Boyce lawsuit filed an amended complaint. The amended complaint, which was pleaded as a Section 36(b) derivative claim, included new allegations that the defendants charged excessive fees. JOY D. BEASLEY AND SHEILA MCDAID, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, P-12 INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States District Court for the District of Colorado (Civil Action No. 04-B-0958), filed on May 10, 2004. The plaintiffs voluntarily dismissed this case in Colorado and re-filed it on July 2, 2004 in the United States District Court for the Southern District of Texas, Houston Division (Civil Action H-04-2589). This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act of 1940 (the "Investment Company Act") and violations of Sections 206 and 215 of the Investment Advisers Act of 1940 (the "Advisers Act"). The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees. RICHARD TIM BOYCE V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States District Court for the District of Colorado (Civil Action No. 04-N-0989), filed on May 13, 2004. The plaintiff voluntarily dismissed this case in Colorado and re-filed it on July 1, 2004 in the United States District Court for the Southern District of Texas, Houston Division (Civil Action H-04-2587). This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund- P-13 related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees. KEHLBECK TRUST DTD 1-25-93, BILLY B. KEHLBECK AND DONNA J. KEHLBECK, TTEES V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-2802), filed on July 9, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees. JANICE R. FRY, BOB J. FRY, JAMES P. HAYES, VIRGINIA L. MAGBUAL, HENRY W. MEYER AND GEORGE ROBERT PERRY V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE P-14 FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM GROUP INCOME FUND, AIM GROUP VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-2832), filed on July 12, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees. ROBERT P. APU, SUZANNE K. APU, MARINA BERTI, KHANH DINH, FRANK KENDRICK, EDWARD A. KREZEL, DAN B. LESIUK, JOHN B. PERKINS, MILDRED E. RUEHLMAN, LOUIS E. SPERRY, J. DORIS WILLSON AND ROBERT W. WOOD V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM GROUP INCOME FUND, AIM GROUP VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM P-15 INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-2884), filed on July 15, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees. HARVEY R. BENDIX, CVETAN GEORGIEV, DAVID M. LUCOFF, MICHAEL E. PARMELEE, TRUSTEE OF THE HERMAN S. AND ESPERANZA A.. DRAYER RESIDUAL TRUST U/A 1/22/83 AND STANLEY S. STEPHENSON, TRUSTEE OF THE STANLEY J. STEPHENSON TRUST V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM GROUP INCOME FUND, AIM GROUP VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE P-16 INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-3030), filed on July 27, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees. P-17 PART C OTHER INFORMATION Item 23. Exhibits a (1) - (a) Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005.(32) - (b) Amendment No. 1, dated March 27, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005.(34) - (c) Amendment No. 2, dated April 10, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005.(34) - (d) Amendment No. 3, dated May 24, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005.(34) - (e) Amendment No. 4, dated July 5, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005.(34) b (1) - (a) Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005.(32) - (b) Amendment, dated August 1, 2006, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005.(34) c - Articles II, VI, VII, VIII and IX of the Amended and Restated Agreement Declaration of Trust, as amended, and Articles IV, V and VI of the Amended and Restated By-Laws as amended, both as previously filed define rights of holders of shares. d (1) - (a) Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(13) - (b) Amendment No. 1, dated December 28, 2001, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(17) - (c) Amendment No. 2, dated August 29, 2002, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(21) - (d) Amendment No. 3, dated May 2, 2003, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(23) - (e) Amendment No. 4, dated July 1, 2004, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(26) - (f) Amendment No. 5, dated September 15, 2004, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(26) C-1 - (g) Amendment No. 6, dated March 15, 2005, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(31) - (h) Amendment No. 7, dated July 18, 2005, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(31) - (i) Amendment No. 8, dated March 27, 2006, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(34) - (j) Amendment No. 9, dated April 10, 2006, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc.(34) e (1) - (a) Amended and Restated Master Distribution Agreement, dated as of August 18, 2003, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(24) - (b) Amendment No. 1 to the Amended and Restated Master Distribution Agreement, dated as of October 29, 2003, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(24) - (c) Amendment No. 2 to the Amended and Restated Master Distribution Agreement, dated as of November 4, 2003, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(24) - (d) Amendment No. 3 to the Amended and Restated Master Distribution Agreement, dated as of November 20, 2003, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(24) - (e) Amendment No. 4 to the Amended and Restated Master Distribution Agreement, dated as of November 24, 2003, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(24) - (f) Amendment No. 5 to the Amended and Restated Master Distribution Agreement, dated as of November 25, 2003, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(24) - (g) Amendment No. 6 to the Amended and Restated Master Distribution Agreement, dated as of January 6, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(26) - (h) Amendment No. 7 to the Amended and Restated Master Distribution Agreement dated as of March 31, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(26) - (i) Amendment No. 8 to the Amended and Restated Master Distribution Agreement, dated as of April 30, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(26) - (j) Amendment No. 9 to the Amended and Restated Master Distribution Agreement, dated as of September 14, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(26) C-2 - (k) Amendment No. 10 to the Amended and Restated Master Distribution Agreement, dated as of September 15, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(27) - (l) Amendment No. 11 to the Amended and Restated Master Distribution Agreement, dated as of October 15, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(27) - (m) Amendment No. 12 to the Amended and Restated Master Distribution Agreement, dated as of November 30, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(27) - (n) Amendment No. 13 to the Amended and Restated Master Distribution Agreement, dated as of December 30, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(28) - (o) Amendment No. 14 to the Amended and Restated Master Distribution Agreement, dated as of February 23, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(29) - (p) Amendment No. 15 to the Amended and Restated Master Distribution Agreement, dated March 15, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(29) - (q) Amendment No. 16 to the Amended and Restated Master Distribution Agreement dated April 25, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(31) - (r) Amendment No. 17 to the Amended and Restated Master Distribution Agreement dated July 13, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(31) - (s) Amendment No. 18 to the Amended and Restated Master Distribution Agreement dated July 18, 2005, between Registrant (all classes of shares except Class B Shares) and A I M Distributors, Inc.(31) - (t) Amendment No. 19 to the Amended and Restated Master Distribution Agreement dated October 22, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(32) - (u) Amendment No. 20 to the Amended and Restated Master Distribution Agreement dated October 25, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(32) - (v) Amendment No. 21 to the Amended and Restated Master Distribution Agreement dated October 31, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(32) - (w) Amendment No. 22 to the Amended and Restated Master Distribution Agreement dated January 31, 2006, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(33) - (x) Amendment No. 23 to the Amended and Restated Master Distribution Agreement dated March 27, 2006, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(34) C-3 - (y) Amendment No. 24 to the Amended and Restated Master Distribution Agreement dated March 31, 2006, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(34) - (z) Amendment No. 25 to the Amended and Restated Master Distribution Agreement dated April 10, 2006, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(34) - (aa) Amendment No. 26 to the Amended and Restated Master Distribution Agreement dated April 14, 2006, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(34) - (ab) Amendment No. 27 to the Amended and Restated Master Distribution Agreement dated July 27, 2006, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(34) - (ac) Amendment No. 28 to the Amended and Restated Master Distribution Agreement dated July 31, 2006, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(34) - (ad) First Restated Master Distribution Agreement, made as of August 13, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(34) - (ae) Amendment No. 1, dated December 8, 2006, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares), and A I M Distributors, Inc.(34) - (af) Amendment No. 2, dated January 31, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares), and A I M Distributors, Inc.(34) (2) - (a) Amended and Restated Master Distribution Agreement, dated as of August 18, 2003, between Registrant (Class B shares) and A I M Distributors, Inc.(24) - (b) Amendment No. 1 to the Amended and Restated Master Distribution Agreement, dated as of October 1, 2003, between Registrant (Class B shares) and A I M Distributors, Inc.(24) - (c) Amendment No. 2 to the Amended and Restated Master Distribution Agreement, dated as of October 29, 2003, between Registrant (Class B shares) and A I M Distributors, Inc.(24) - (d) Amendment No. 3 to the Amended and Restated Master Distribution Agreement, dated as of November 3, 2003, between Registrant (Class B shares) and A I M Distributors, Inc.(24) - (e) Amendment No. 4 to the Amended and Restated Master Distribution Agreement, dated as of November 4, 2003, between Registrant (Class B shares) and A I M Distributors, Inc.(24) C-4 - (f) Amendment No. 5 to the Amended and Restated Master Distribution Agreement, dated as of November 20, 2003, between Registrant (Class B shares) and A I M Distributors, Inc.(24) - (g) Amendment No. 6 to the Amended and Restated Master Distribution Agreement, dated as of November 24, 2003, between Registrant (Class B shares) and A I M Distributors, Inc.(24) - (h) Amendment No. 7 to the Amended and Restated Master Distribution Agreement, dated as of November 25, 2003, between Registrant (Class B shares) and A I M Distributors, Inc.(24) - (i) Amendment No. 8 to the Amended and Restated Master Distribution Agreement, dated as of March 31, 2004, between Registrant (Class B shares) and A I M Distributors, Inc.(26) - (j) Amendment No. 9 to the Amended and Restated Master Distribution Agreement, dated as of April 30, 2004, between Registrant (Class B shares) and A I M Distributors, Inc.(26) - (k) Amendment No. 10 to the Amended and Restated Master Distribution Agreement, dated as of September 15, 2004, between Registrant (Class B shares) and A I M Distributors, Inc.(26) - (l) Amendment No. 11 to the Amended and Restated Master Distribution Agreement, dated as of October 15, 2004, between Registrant (Class B shares) and A I M Distributors, Inc.(27) - (m) Amendment No. 12 to the Amended and Restated Master Distribution Agreement, dated as of December 30, 2004, between Registrant (Class B shares) and A I M Distributors, Inc.(28) - (n) Amendment No. 13 to the Amended and Restated Master Distribution Agreement, dated as of March 15, 2005, between Registrant (Class B shares) and A I M Distributors, Inc.(31) - (o) Amendment No. 14 to the Amended and Restated Master Distribution Agreement, dated as of April 29, 2005, between Registrant (Class B shares) and A I M Distributors, Inc.(31) - (p) Amendment No. 15 to the Amended and Restated Master Distribution Agreement, dated July 18, 2005, between Registrant (Class B shares) and A I M Distributors, Inc.(31) - (q) Amendment No. 16 to the Amended and Restated Master Distribution Agreement, dated October 31, 2005, between Registrant (Class B shares) and A I M Distributors, Inc.(32) - (r) Amendment No. 17 to the Amended and Restated Master Distribution Agreement, dated March 27, 2006, between Registrant (Class B shares) and A I M Distributors, Inc.(34) C-5 - (s) Amendment No. 18 to the Amended and Restated Master Distribution Agreement, dated March 31, 2006, between Registrant (Class B shares) and A I M Distributors, Inc.(34) - (t) Amendment No. 19 to the Amended and Restated Master Distribution Agreement, dated April 10, 2006, between Registrant (Class B shares) and A I M Distributors, Inc.(34) - (u) First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc.(34) - (v) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc.(34) (3) - Form of Selected Dealer Agreement between A I M Distributors, Inc. and selected dealers.(14) (4) - Form of Bank Selling Group Agreement between A I M Distributors, Inc. and banks.(6) f (1) - Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as restated January 1, 2005.(34) (2) - Form of AIM Funds Director Deferred Compensation Agreement as amended March 7, 2000, September 28, 2001, and September 26, 2002.(21) g (1) - (a) Master Custodian Contract, dated May 1, 2000, between Registrant and State Street Bank and Trust Company.(13) - (b) Amendment, dated May 1, 2000, to the Custodian Contract, dated May 1, 2000, between Registrant and State Street Bank and Trust Company.(13) - (c) Amendment, dated June 29, 2001, to the Master Custodian Contract, dated May 1, 2000, between Registrant and State Street Bank and Trust Company.(16) - (d) Amendment, dated April 2, 2002, to the Custodian Contract dated May 1, 2000 between Registrant and State Street Bank and Trust Company.(18) - (e) Amendment, dated September 8, 2004, to the Custodian Contract dated May 1, 2000 between Registrant and State Street Bank and Trust Company. (27) - (f) Amendment, dated February 8, 2006, to the Custodian Contract, dated May 1, 2000, between Registrant and State Street Bank and Trust Company.(33) - (g) Amendment, dated as of January 31, 2007, to Master Custodian Contract, dated May 1, 2000, between Registrant and State Street Bank and Trust Company.(34) C-6 (2) - (a) Subcustodian Agreement, dated September 9, 1994, between Registrant, Texas Commerce Bank National Association, State Street Bank and Trust Company and A I M Fund Services, Inc. (now known as AIM Investment Services, Inc.)(2) - (b) Amendment No. 1, dated October 2, 1998, to Subcustodian Agreement between Registrant, Chase Bank of Texas, N.A. (formerly Texas Commerce Bank), State Street and Trust Company and A I M Fund Services, Inc. (now known as AIM Investment Services, Inc.)(10) - (c) Amendment No. 2, dated March 15, 2002, to the Subcustodian Agreement, dated September 9, 1994, as amended October 2, 1998 among JPMorgan Chase Bank (formerly known as Chase Bank of Texas, N.A.), State Street Bank and Trust Company and A I M Fund Services, Inc. (now known as AIM Investment Services, Inc.)(22) (d) Amendment No. 3, dated May 1, 2004, to the Subcustodian Agreement, dated September 9, 1994, between Registrant, JPMorgan Chase Bank (formerly Chase Bank of Texas, N.A., State Street Bank and Trust Company and A I M Fund Services, Inc. (now known as AIM Investment Services, Inc.)(33) (3) - Subcustodian Agreement, dated January 20, 1993, between State Street Bank and Trust Company and The Bank of New York.(24) (4) - Foreign Assets Delegation Agreement, dated May 31, 2002, between A I M Advisors, Inc. and Registrant.(16) h (1) - Third Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2006, between Registrant and AIM Investment Services, Inc.(34) (2) - Shareholder Sub-Accounting Services Agreement between Registrant, First Data Investor Services Group (formerly The Shareholder Services Group, Inc.), Financial Data Services Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc., dated October 1, 1993.(1) (3) - Second Amended and Restated Master Administrative Service Agreement dated July 1, 2006, between Registrant and A I M Advisors, Inc.(34) (4) - Memorandum of Agreement, regarding securities lending, dated October 29, 2003, between Registrant, on behalf of all Funds, and A I M Advisors, Inc.(26) (5) - Memorandum of Agreement, regarding expense limitations, dated January 31, 2007, between Registrant (on behalf of AIM Diversified Dividend Fund, AIM Large Cap Basic Value, AIM Large Cap Growth Fund) and A I M Advisors, Inc.(34) (6) - Memorandum of Agreement, regarding advisory fee waivers, dated July 1, 2006, between Registrant, on behalf of each Fund, and A I M Advisors, Inc. (34) (7) - Third Amended and Restated Interfund Loan Agreement, dated December 30, 2005, between Registrant and A I M Advisors, Inc.(34) (8) - Expense Reimbursement Agreement Related to DST Transfer Agent System Conversion dated June 30, 2003.(25) C-7 i - Legal Opinion - None j (1) - Consent of Ballard Spahr Andrews & Ingersoll, LLP.(34) (2) - Consent of PricewaterhouseCoopers LLP.(34) (3) - (a)Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the Reorganization of AIM Aggressive Growth Fund.(34) - (b) Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the Reorganization of AIM Blue Chip Fund.(34) - (c) Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the Reorganization of AIM Premier Equity Fund.(34) - (d) Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the Reorganization of AIM Weingarten Fund.(34) k - Financial Statements for the period ended October 31, 2006 are incorporated by reference to the Funds' annual reports to shareholders contained in the Registrant's Form N-CSR filed on January 5, 2007. l (1) - Agreement concerning initial capitalization of Registrant's AIM Large Cap Growth Fund, dated February 26, 1999.(7) (2) - Agreement concerning initial capitalization of Registrant's AIM Large Cap Basic Value Fund, dated June 29, 1999.(9) (3) - Agreement concerning initial capitalization of Registrant's AIM Mid Cap Growth Fund, dated November 1, 1999.(10) (4) - Agreement concerning initial capitalization of Registrant's AIM Basic Value II Fund and AIM U.S. Growth Fund dated August 28, 2002.(21) m (1) - (a) Amended and Restated Master Distribution Plan dated as of August 18, 2003, between Registrant (Class A shares) and A I M Distributors, Inc.(24) - (b) Amendment No. 1, dated October 29, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(24) - (c) Amendment No. 2, dated November 4, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(24) - (d) Amendment No. 3, dated November 20, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(24) - (e) Amendment No. 4, dated November 24, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(24) C-8 - (f) Amendment No. 5, dated November 25, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(24) - (g) Amendment No. 6, dated March 31, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(26) - (h) Amendment No. 7, dated April 30, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(26) - (i) Amendment No. 8, dated September 15, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(27) - (j) Amendment No. 9, dated October 15, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(27) - (k) Amendment No. 10, dated December 30, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(28) - (l) Amendment No. 11, dated January 1, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(28) - (m) Amendment No. 12, dated March 15, 2005, to the Amended and Restated Master Distribution Plan, between Registrant (Class A shares) and A I M Distributors, Inc.(31) - (n) Amendment No. 13, dated April 29, 2005, to the Amended and Restated Master Distribution Plan, between Registrant (Class A shares) and A I M Distributors, Inc.(31) - (o) Amendment No. 14, dated July 1, 2005, to the Amended and Restated Master Distribution Plan, between Registrant (Class A shares) and A I M Distributors, Inc.(31) - (p) Amendment No. 15, dated July 18, 2005, to the Amended and Restated Master Distribution Plan, between Registrant (Class A shares) and A I M Distributors, Inc.(31) - (q) Amendment No. 16, dated October 31, 2005, to the Amended and Restated Master Distribution Plan, between Registrant (Class A shares) and A I M Distributors, Inc.(32) - (r) Amendment No. 17, dated March 27, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(34) - (s) Amendment No. 18, dated March 31, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(34) C-9 - (t) Amendment No. 19, dated April 10, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(34) - (u) Amendment No. 20, dated April 14, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc.(34) - (v) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares).(34) - (w) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares).(34) (2) - (a) Amended and Restated Master Distribution Plan dated as of August 18, 2003, between Registrant (Class B shares) and A I M Distributors, Inc.(24) - (b) Amendment No. 1, dated October 29, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(24) - (c) Amendment No. 2, dated November 4, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(24) - (d) Amendment No. 3, dated November 20, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(24) - (e) Amendment No. 4, dated November 24, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(24) - (f) Amendment No. 5, dated November 25, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(24) - (g) Amendment No. 6, dated March 31, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(26) - (h) Amendment No. 7, dated April 30, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(26) - (i) Amendment No. 8, dated September 15, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(27) - (j) Amendment No. 9, dated October 15, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(27) C-10 - (k) Amendment No. 10, dated December 30, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(28) - (l) Amendment No. 11, dated March 15, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(31) - (m) Amendment No. 12, dated April 29, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(31) - (n) Amendment No. 13, dated July 18, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(31) - (o) Amendment No. 14, dated October 31, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(32) - (p) Amendment No. 15, dated March 27, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(34) - (q) Amendment No. 16, dated March 31, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(34) - (r) Amendment No. 17, dated April 10, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc.(34) - (s) First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature).(34) - (t) Amendment 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature).(34) (3) - (a) Amended and Restated Master Distribution Plan dated as of August 18, 2003, between Registrant (Class C shares) and A I M Distributors, Inc.(24) - (b) Amendment No. 1, dated October 29, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(24) - (c) Amendment No. 2, dated November 4, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(24) - (d) Amendment No. 3, dated November 20, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(24) C-11 - (e) Amendment No. 4, dated November 24, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(24) - (f) Amendment No. 5, dated November 25, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(24) - (g) Amendment No. 6, dated March 31, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(26) - (h) Amendment No. 7, dated April 30, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(26) - (i) Amendment No. 8, dated September 15, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(27) - (j) Amendment No. 9, dated October 15, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(27) - (k) Amendment No. 10, dated December 30, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(28) - (l) Amendment No. 11, dated March 15, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(31) - (m) Amendment No. 12, dated April 29, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(31) - (n) Amendment No. 13, dated July 18, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(31) - (o) Amendment No. 14, dated October 31, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(32) - (p) Amendment No. 15, dated March 27, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(34) - (q) Amendment No. 16, dated March 31, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(34) C-12 - (r) Amendment No. 17, dated April 10, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc.(34) - (s) Amendment No. 18, dated April 14, 2006, to the Amended and Restated Master Distribution Plan (Class C shares), between Registrant and A I M Distributors, Inc.(34) - (t) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares).(34) - (u) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares).(34) (4) - (a) Amended and Restated Master Distribution Plan dated as of August 18, 2003, between Registrant (Class R shares) and A I M Distributors, Inc.(24) - (b) Amendment No. 1, dated November 4, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class R shares) and A I M Distributors, Inc.(24) - (c) Amendment No. 2, dated November 24, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class R shares) and A I M Distributors, Inc.(24) - (d) Amendment No. 3, dated November 25, 2003, to the Amended and Restated Master Distribution Plan between Registrant (Class R shares) and A I M Distributors, Inc.(24) - (e) Amendment No. 4, dated April 30, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class R shares) and A I M Distributors, Inc.(26) - (f) Amendment No. 5, dated September 14, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class R shares) and A I M Distributors, Inc.(27) - (g) Amendment No. 6, dated October 15, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class R shares) and A I M Distributors, Inc.(27) - (h) Amendment No. 7, dated April 29, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class R shares) and A I M Distributors, Inc.(31) - (i) Amendment No. 8, dated July 18, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class R shares) and A I M Distribution, Inc.(32) - (j) Amendment No. 9, dated October 25, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class R shares) and A I M Distributors, Inc.(32) C-13 - (k) Amendment No. 10, dated October 31, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class R shares) and A I M Distributors, Inc.(32) - (l) Amendment No. 11, dated March 27, 2006, to the Registrant's Amended and Restated Master Distribution Plan (Class R shares).(34) - (m) Amendment No. 12, dated March 31, 2006, to the Registrant's Amended and Restated Master Distribution Plan (Class R shares).(34) - (n) Amendment No. 13, dated April 10, 2006, to the Registrant's Amended and Restated Master Distribution Plan (Class R shares).(34) - (o) Amendment No. 14, dated April 14, 2006, to the Registrant's Amended and Restated Master Distribution Plan (Class R shares).(34) - (p) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares).(34) - (q) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares).(34) (5) - (a) Amended and Restated Master Distribution Plan (Compensation) between Registrant (Investor Class shares) and A I M Distributors, Inc., effective July 1, 2004.(26) - (b) Amendment No. 1, dated October 15, 2004, to the Amended and Restated Master Distribution Plan (Compensation) between Registrant (Investor Class shares) and A I M Distributors, Inc., effective July 1, 2004.(27) - (c) Amendment No. 2, dated November 30, 2004, to the Amended and Restated Master Distribution Plan (Compensation) between Registrant (Investor Class shares) and A I M Distributors, Inc., effective July 1, 2004.(27) - (d) Amendment No. 3, dated April 29, 2005, to the Amended and Restated Master Distribution Plan (Compensation) between Registrant (Investor Class shares) and A I M Distributors, Inc., effective July 1, 2004.(31) - (e) Amendment No. 4, dated July 18, 2005, to the Amended and Restated Master Distribution Plan (Compensation) between Registrant (Investor Class shares) and A I M Distributors, Inc., effective July 1, 2004.(31) - (f) Amendment No. 5, dated March 27, 2006, to the Registrant's Amended and Restated Master Distribution Plan (Compensation) between Registrant (Investor Class shares) and A I M Distributors, Inc.(34) - (g) First Restated Master Distribution Plan (Compensation) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares).(34) (6) - (a) Amended and Restated Master Distribution Plan (Reimbursement) between Registrant (Investor Class shares) and A I M Distributors, Inc., effective July 1, 2004.(26) C-14 - (b) Amendment No. 1, dated October 15, 2004, to the Amended and Restated Master Distribution Plan (Reimbursement) between Registrant (Investor Class shares) and A I M Distributors, Inc., effective July 1, 2004.(27) - (c) Amendment No. 2, dated April 29, 2005, to the Amended and Restated Master Distribution Plan (Reimbursement) between Registrant (Investor Class shares) and A I M Distributors, Inc., effective July 1, 2004.(29) - (d) Amendment No. 3, dated July 18, 2005, to the Amended and Restated Master Distribution Plan (Reimbursement) between Registrant (Investor Class shares) and A I M Distributors, Inc., effective July 1, 2004.(31) - (e) Amendment No. 4, dated April 10, 2006, to the Amended and Restated Master Distribution Plan (Reimbursement) between Registrant (Investor Class shares) and A I M Distributors, Inc. effective July 1, 2004.(34) - (f) First Restated Master Distribution Plan (Reimbursement) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares).(34) (7) - Master Related Agreement to First Restated Master Distribution Plan (Class A shares).(34) (8) - Master Related Agreement to First Restated Master Distribution Plan (Class C shares).(34) (9) - Master Related Agreement to First Restated Master Distribution Plan (Class R shares).(34) (10) - Master Related Agreement to First Restated Master Distribution Plan (Compensation) (Investor Class shares).(34) (11) - Master Related Agreement to First Restated Master Distribution Plan (Reimbursement) (Investor Class shares).(34) n (1) - Tenth Amended and Restated Multiple Class Plan of The AIM Family of Funds(R) effective December 12, 2001 as amended and restated, July 5, 2006.(34) (2) - Eleventh Amended and Restated Multiple Class Plan of The AIM Family of Funds(R) effective December 12, 2001 as amended and restated, December 8, 2006.(34) o - Reserved. p - AIM Funds, A I M Management Group Inc. Code of Ethics, adopted May 1, 1981, as last amended effective February 16, 2006, relating to A I M Management Group Inc. and any of its subsidiaries.(34) q - Powers of Attorney for Messrs. Baker, Bayley, Bunch, Crockett, Dowden, Fields, Frischling, Graham, Mathai-Davis, Pennock, Quigley, Soll, Stickel, Taylor and Zerr.(34) (1) Incorporated herein by reference to PEA No. 40, filed on February 26, 1992. (2) Incorporated herein by reference to PEA No. 44, filed on February 24, 1995. (3) Incorporated herein by reference to PEA No. 47, filed on December 29, 1995. C-15 (4) Incorporated herein by reference to PEA No. 53, filed on October 8, 1997. (5) Incorporated herein by reference to PEA No. 54, filed on February 27, 1998. (6) Incorporated herein by reference to PEA No. 55, filed on December 11, 1998. (7) Incorporated herein by reference to PEA No. 56, filed on February 23, 1999. (8) Incorporated herein by reference to PEA No. 57, filed on March 24, 1999. (9) Incorporated herein by reference to PEA No. 60, filed on July 15, 1999. (10) Incorporated herein by reference to PEA No. 62, filed on January 6, 2000. (11) Incorporated herein by reference to PEA No. 64, filed on March 27, 2000. (12) Incorporated herein by reference to PEA No. 65, filed on May 25, 2000. (13) Incorporated herein by reference to PEA No. 67, filed on February 23, 2001. (14) Incorporated herein by reference to PEA No. 68, filed on October 12, 2001. (15) Incorporated herein by reference to PEA No. 69, filed on December 14, 2001. (16) Incorporated herein by reference to PEA No. 70, filed on December 28, 2001. (17) Incorporated herein by reference to PEA No. 71, filed on April 26, 2002. (18) Incorporated herein by reference to PEA No. 72, filed on May 22, 2002. (19) Incorporated herein by reference to PEA No. 73, filed on June 13, 2002. (20) Incorporated herein by reference to PEA No. 74, filed on August 28, 2002. (21) Incorporated herein by reference to PEA No. 75, filed on February 24, 2003. (22) Incorporated herein by reference to PEA No. 76, filed on March 3, 2003. (23) Incorporated herein by reference to PEA No. 77, filed on July 7, 2003. (24) Incorporated herein by reference to PEA No. 78, filed on February 24, 2004. (25) Incorporated herein by reference to PEA No. 79, filed on March 1, 2004. (26) Incorporated herein by reference to PEA No. 80, filed on September 29, 2004. (27) Incorporated herein by reference to PEA No. 81, filed on December 23, 2004. (28) Incorporated herein by reference to PEA No. 82, filed on February 25, 2005. (29) Incorporated herein by reference to PEA No. 83, filed on March 1, 2005. (30) Incorporated herein by reference to PEA No. 84, filed on March 30, 2005. (31) Incorporated herein by reference to PEA No. 85, filed on August 23, 2005. (32) Incorporated herein by reference to PEA No. 86, filed on December 15, 2005. (33) Incorporated herein by reference to PEA No. 87, filed on February 23, 2006. (34) Filed herewith electronically. Item 24. Persons Controlled by or Under Common Control With the Fund None. C-16 Item 25. Indemnification Indemnification provisions for officers, trustees and employees of the Registrant are set forth in Article VIII of the Registrant's Amended and Restated Agreement and Declaration of Trust and Article VIII of its Amended and Restated Bylaws, and are hereby incorporated by reference. See Item 23(a) and (b) above. Under the Amended and Restated Agreement and Declaration of Trust effective as of September 14, 2005, as amended (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust act, the Registrant's Bylaws and other applicable law; (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class). The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors & Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers, with limits up to $60,000,000 (plus an additional $20,000,000 limit that applies to independent directors/trustees only). Section 16 of the Master Investment Advisory Agreement between the Registrant and AIM provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of AIM or any of its officers, directors or employees, that AIM shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of AIM to any series of the Registrant shall not automatically impart liability on the part of AIM to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant. C-17 Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustees, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act will be governed by the final adjudication of such issue. Item 26. Business and Other Connections of Investment Advisor The only employment of a substantial nature of AIM's directors and officers is with AIM and its affiliated companies. Reference is also made to the caption "Fund Management - The Advisor" in the Prospectus which comprises Part A of the Registration Statement, and to the caption "Investment Advisory and Other Services" of the Statement of Additional Information which comprises Part B of the Registration Statement, and to Item 27(b) of this Part C. Item 27. Principal Underwriters (a) A I M Distributors, Inc., the Registrant's principal underwriter, also acts as a principal underwriter to the following investment companies: AIM Core Allocation Portfolio Series AIM Counselor Series Trust AIM Funds Group AIM Growth Series AIM International Mutual Funds AIM Investment Funds AIM Investment Securities Funds AIM Sector Funds AIM Special Opportunities Funds AIM Stock Funds AIM Summit Fund AIM Tax-Exempt Funds AIM Treasurer's Series Trust (with respect to its Investor Class Shares) AIM Variable Insurance Funds PowerShares Exchange Traded Fund Trust C-18 (b)
Name and Principal Position and Offices with Positions and Offices Business Address* Underwriter with Registrant - ------------------ ----------------------------------------- --------------------------- Gene L. Needles Chairman, Director, President & Chief None Executive Officer Philip A. Taylor Director Trustee, President & Principal Executive Officer John S. Cooper Executive Vice President None James E. Stueve Executive Vice President None Michael A. Bredlau Senior Vice President None Lawrence E. Manierre Senior Vice President None Ivy B. McLemore Senior Vice President None David J. Nardecchia Senior Vice President None Margaret A. Vinson Senior Vice President None Gary K. Wendler Senior Vice President None Scott B. Widder Senior Vice President None John M. Zerr Senior Vice President & Secretary Senior Vice President, Secretary & Chief Legal Officer David A. Hartley Treasurer & Chief Financial Officer None Lance Rejsek Anti-Money Laundering Compliance Officer Anti-Money Laundering Compliance Officer Rebecca Starling-Klatt Chief Compliance Officer & Assistant Vice None President
C-19 - ---------- * 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173 (c) Not applicable. Item 28. Location of Accounts and Records A I M Advisors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, will maintain physical possession of each such account, book or other document of the Registrant at its principal executive offices, except for those maintained by the Registrant's Custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, and the Registrant's Transfer Agent and Dividend Paying Agent, AIM Investment Services, Inc., P.O. Box 4739, Houston, Texas 77210-4739. Item 29. Management Services None. Item 30. Undertakings Not applicable. C-20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on the 26th day of February, 2007. REGISTRANT: AIM EQUITY FUNDS By: /s/ Philip A. Taylor ------------------------------------ Philip A. Taylor, President Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURES TITLE DATE - ----------------------------- ----------------------------- -------------------- /s/ Philip A. Taylor Trustee & President February 26, 2007 - ----------------------------- (Principal Executive Officer) (Philip A. Taylor) /s/ Bob R. Baker* Trustee February 26, 2007 - ----------------------------- (Bob R. Baker) /s/ Frank S. Bayley* Trustee February 26, 2007 - ----------------------------- (Frank S. Bayley) /s/ James T. Bunch* Trustee February 26, 2007 - ----------------------------- (James T. Bunch) /s/ Bruce L. Crockett* Chair & Trustee February 26, 2007 - ----------------------------- (Bruce L. Crockett) /s/ Albert R. Dowden* Trustee February 26, 2007 - ----------------------------- (Albert R. Dowden) /s/ Jack M. Fields* Trustee February 26, 2007 - ----------------------------- (Jack M. Fields) Trustee - ----------------------------- (Martin L. Flanagan) /s/ Carl Frischling* Trustee February 26, 2007 - ----------------------------- (Carl Frischling) /s/ Robert H. Graham* Trustee February 26, 2007 - ----------------------------- (Robert H. Graham) /s/ Prema Mathai-Davis* Trustee February 26, 2007 - ----------------------------- (Prema Mathai-Davis)
/s/ Lewis F. Pennock* Trustee February 26, 2007 - ----------------------------- (Lewis F. Pennock) /s/ Ruth H. Quigley* Trustee February 26, 2007 - ----------------------------- (Ruth H. Quigley) /s/ Larry Soll* Trustee February 26, 2007 - ----------------------------- (Larry Soll) /s/ Raymond Stickel, Jr.* Trustee February 26, 2007 - ----------------------------- (Raymond Stickel, Jr.) /s/ Sidney M. Dilgren Vice President & Treasurer February 26, 2007 - ----------------------------- (Principal Financial and (Sidney M. Dilgren) Accounting Officer)
*By /s/ Philip A. Taylor ------------------------- Philip A. Taylor Attorney-in-Fact * Philip A. Taylor, pursuant to powers of attorney dated September 12, 2006, filed herewith. INDEX
Exhibit Number Description - -------------- ----------- a(1)(b) Amendment No. 1, dated March 27, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. a(1)(c) Amendment No. 2, dated April 10, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. a(1)(d) Amendment No. 3, dated May 24, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. a(1)(e) Amendment No. 4, dated July 5, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. b(1)(b) Amendment, dated August 1, 2006, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005. d(1)(i) Amendment No. 8, dated March 27, 2006, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. d(1)(j) Amendment No. 9, dated April 10, 2006, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc. e(1)(x) Amendment No. 23 to the Amended and Restated Master Distribution Agreement dated March 27, 2006, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. e(1)(y) Amendment No. 24 to the Amended and Restated Master Distribution Agreement dated March 31, 2006, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. e(1)(z) Amendment No. 25 to the Amended and Restated Master Distribution Agreement dated April 10, 2006, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. e(1)(aa) Amendment No. 26 to the Amended and Restated Master Distribution Agreement dated April 14, 2006, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. e(1)(ab) Amendment No. 27 to the Amended and Restated Master Distribution Agreement dated July 27, 2006, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. e(1)(ac) Amendment No. 28 to the Amended and Restated Master Distribution Agreement dated July 31, 2006, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. e(1)(ad) First Restated Master Distribution Agreement, made as of August 13, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. e(1)(ae) Amendment No. 1, dated December 8, 2006, to the First Restated Master
Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares), and A I M Distributors, Inc. e(1)(af) Amendment No. 2, dated January 31, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares), and A I M Distributors, Inc. e(2)(r) Amendment No. 17 to the Amended and Restated Master Distribution Agreement, dated March 27, 2006, between Registrant (Class B shares) and A I M Distributors, Inc. e(2)(s) Amendment No. 18 to the Amended and Restated Master Distribution Agreement, dated March 31, 2006, between Registrant (Class B shares) and A I M Distributors, Inc. e(2)(t) Amendment No. 19 to the Amended and Restated Master Distribution Agreement, dated April 10, 2006, between Registrant (Class B shares) and A I M Distributors, Inc. e(2)(u) First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc. e(2)(v) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) dated August 18, 2003, between Registrant and A I M Distributors, Inc f(1) Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as restated January 1, 2005. g(1)(g) Amendment, dated as of January 31, 2007, to Master Custodian Contract, dated May 1, 2000, between Registrant and State Street Bank and Trust Company. h(1) Third Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2006, between Registrant and AIM Investment Services, Inc. h(3) Second Amended and Restated Master Administrative Service Agreement dated July 1, 2006, between Registrant and A I M Advisors, Inc. h(5) Memorandum of Agreement, regarding expense limitations, dated January 31, 2007, between Registrant (on behalf of AIM Diversified Dividend Fund, AIM Large Cap Basic Value, AIM Large Cap Growth Fund) and A I M Advisors, Inc. h(6) Memorandum of Agreement, regarding advisory fee waivers, dated July 1, 2006, between Registrant, on behalf of each Fund, and A I M Advisors, Inc. h(7) Third Amended and Restated Interfund Loan Agreement, dated December 30, 2005, between Registrant and A I M Advisors, Inc. j(1) Consent of Ballard Spahr Andrews & Ingersoll, LLP. j(2) Consent of PricewaterhouseCoopers LLP.
j(3)(a) Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the Reorganization of AIM Aggressive Growth Fund. j(3)(b) Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the Reorganization of AIM Blue Chip Fund. j(3)(c) Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the Reorganization of AIM Premier Equity Fund. j(3)(d) Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the Reorganization of AIM Weingarten Fund. m(1)(r) Amendment No. 17, dated March 27, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc. m(1)(s) Amendment No. 18, dated March 31, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc. m(1)(t) Amendment No. 19, dated April 10, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc. m(1)(u) Amendment No. 20, dated April 14, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class A shares) and A I M Distributors, Inc. m(1)(v) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). m(1)(w) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). m(2)(p) Amendment No. 15, dated March 27, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc. m(2)(q) Amendment No. 16, dated March 31, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc. m(2)(r) Amendment No. 17, dated April 10, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc. m(2)(s) First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). m(2)(t) Amendment 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). m(3)(p) Amendment No. 15, dated March 27, 2006, to the Amended and Restated
Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. m(3)(q) Amendment No. 16, dated March 31, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. m(3)(r) Amendment No. 17, dated April 10, 2006, to the Amended and Restated Master Distribution Plan between Registrant (Class B shares) and A I M Distributors, Inc. m(3)(s) Amendment No. 18, dated April 14, 2006, to the Amended and Restated Master Distribution Plan (Class C shares), between Registrant and A I M Distributors, Inc. m(3)(t) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). m(3)(u) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). m(4)(l) Amendment No. 11, dated March 27, 2006, to the Registrant's Amended and Restated Master Distribution Plan (Class R shares). m(4)(m) Amendment No. 12, dated March 31, 2006, to the Registrant's Amended and Restated Master Distribution Plan (Class R shares). m(4)(n) Amendment No. 13, dated April 10, 2006, to the Registrant's Amended and Restated Master Distribution Plan (Class R shares). m(4)(o) Amendment No. 14, dated April 14, 2006, to the Registrant's Amended and Restated Master Distribution Plan (Class R shares). m(4)(p) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares). m(4)(q) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares). m(5)(f) Amendment No. 5, dated March 27, 2006, to the Registrant's Amended and Restated Master Distribution Plan (Compensation) between Registrant (Investor Class shares) and A I M Distributors, Inc. m(5)(g) First Restated Master Distribution Plan (Compensation) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares). m(6)(e) Amendment No. 4, dated April 10, 2006, to the Amended and Restated Master Distribution Plan (Reimbursement) between Registrant (Investor Class shares) and A I M Distributors, Inc. effective July 1, 2004. m(6)(f) First Restated Master Distribution Plan (Reimbursement) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares).
m(7) Master Related Agreement to First Restated Master Distribution Plan (Class A shares). m(8) Master Related Agreement to First Restated Master Distribution Plan (Class C shares). m(9) Master Related Agreement to First Restated Master Distribution Plan (Class R shares). m(10) Master Related Agreement to First Restated Master Distribution Plan (Compensation) (Investor Class shares). m(11) Master Related Agreement to First Restated Master Distribution Plan (Reimbursement) (Investor Class shares). n(1) Tenth Amended and Restated Multiple Class Plan of The AIM Family of Funds(R) effective December 12, 2001 as amended and restated, July 5, 2006. n(2) Eleventh Amended and Restated Multiple Class Plan of The AIM Family of Funds(R) effective December 12, 2001 as amended and restated, December 8, 2006. p AIM Funds, A I M Management Group Inc. Code of Ethics, adopted May 1, 1981, as last amended effective February 16, 2006, relating to A I M Management Group Inc. and any of its subsidiaries. q Powers of Attorney for Messrs. Baker, Bayley, Bunch, Crockett, Dowden, Fields, Frischling, Graham, Mathai-Davis, Pennock, Quigley, Soll, Stickel, Taylor and Zerr.
EX-99.A1.B 2 h43124bexv99wa1wb.txt AMENDMENT NO.1 TO AMENDED AGREEMENT AND DECLARATION OF TRUST AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM EQUITY FUNDS This Amendment No. 1 to the Amended and Restated Agreement and Declaration of Trust of AIM Equity Funds (this "Amendment") amends, effective March 27, 2006, the Amended and Restated Agreement and Declaration of Trust of AIM Equity Funds (the "Trust") dated as of September 14, 2005, as amended (the "Agreement"). Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust. WHEREAS, the Trust desires to amend the Agreement to reflect the mergers of AIM Aggressive Growth Fund, AIM Weingarten Fund and AIM Blue Chip Fund; NOW, THEREFORE, the Agreement is hereby amended as follows: 1. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment. 2. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment. 3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect. IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of March 27, 2006. By: /s/ Robert H. Graham ------------------------------------ Name: Robert H. Graham Title: President EXHIBIT 1 TO AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM EQUITY FUNDS "SCHEDULE A AIM EQUITY FUNDS PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO - --------- --------------------------- AIM Capital Development Fund Class A Shares Class B Shares Class C Shares Class R Shares Institutional Class Shares Investor Class Shares AIM Charter Fund Class A Shares Class B Shares Class C Shares Class R Shares Institutional Class Shares AIM Constellation Fund Class A Shares Class B Shares Class C Shares Class R Shares Institutional Class Shares AIM Diversified Dividend Fund Class A Shares Class B Shares Class C Shares Class R Shares Institutional Class Shares Investor Class Shares AIM Large Cap Basic Value Fund Class A Shares Class B Shares Class C Shares Class R Shares Institutional Class Shares Investor Class Shares AIM Large Cap Growth Fund Class A Shares Class B Shares Class C Shares Class R Shares Institutional Class Shares Investor Class Shares
PORTFOLIO CLASSES OF EACH PORTFOLIO - --------- --------------------------- AIM Mid Cap Growth Fund Class A Shares Class B Shares Class C Shares Class R Shares Institutional Class Shares AIM Select Basic Value Fund Class A Shares Class B Shares Class C Shares Institutional Class Shares"
EX-99.A1.C 3 h43124bexv99wa1wc.txt AMENDMENT NO.2 TO AMENDED AGREEMENT AND DECLARATION OF TRUST AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM EQUITY FUNDS This Amendment No. 2 to the Amended and Restated Agreement and Declaration of Trust of AIM Equity Funds (this "Amendment") amends, effective April 10, 2006, the Amended and Restated Agreement and Declaration of Trust of AIM Equity Funds (the "Trust") dated as of September 14, 2005, as amended (the "Agreement"). Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust. WHEREAS, the Trust desires to amend the Agreement to reflect the merger of AIM Mid Cap Growth Fund; NOW, THEREFORE, the Agreement is hereby amended as follows: 1. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment. 2. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment. 3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect. IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of April 10, 2006. By: /s/ Robert H. Graham ------------------------------------ Name: Robert H. Graham Title: President EXHIBIT 1 TO AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM EQUITY FUNDS "SCHEDULE A AIM EQUITY FUNDS PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO - --------- --------------------------- AIM Capital Development Fund Class A Shares Class B Shares Class C Shares Class R Shares Institutional Class Shares Investor Class Shares AIM Charter Fund Class A Shares Class B Shares Class C Shares Class R Shares Institutional Class Shares AIM Constellation Fund Class A Shares Class B Shares Class C Shares Class R Shares Institutional Class Shares AIM Diversified Dividend Fund Class A Shares Class B Shares Class C Shares Class R Shares Institutional Class Shares Investor Class Shares AIM Large Cap Basic Value Fund Class A Shares Class B Shares Class C Shares Class R Shares Institutional Class Shares Investor Class Shares AIM Large Cap Growth Fund Class A Shares Class B Shares Class C Shares Class R Shares Institutional Class Shares Investor Class Shares
PORTFOLIO CLASSES OF EACH PORTFOLIO - --------- --------------------------- AIM Select Basic Value Fund Class A Shares Class B Shares Class C Shares Institutional Class Shares"
EX-99.A1.D 4 h43124bexv99wa1wd.txt AMENDMENT NO.3 TO AMENDED AGREEMENT AND DECLARATION OF TRUST AMENDMENT NO. 3 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM EQUITY FUNDS This Amendment No. 3 ("Amendment") to the Amended and Restated Agreement and Declaration of Trust of AIM Equity Funds amends, effective as of May 24, 2006, the Amended and Restated Agreement and Declaration of Trust of AIM Equity Funds (the "Trust") dated as of September 14, 2005 (the "Agreement"). Under Section 9.7 of the Agreement, a duly authorized officer of the Trust may execute this Amendment. WHEREAS, the Trust desires to amend the Agreement to provide more flexibility in (i) the timing of automatically converting Class B Shares to Class A Shares; and (ii) redeeming shares at the option of the Trust; NOW, THEREFORE, the Agreement is hereby amended as follows: 1. Section 2.6(a) of the Agreement is amended and restated to read as follows: Subject to the provisions of paragraph (c) below, all Class B Shares other than those purchased through the reinvestment of dividends and distributions shall automatically convert to Class A Shares on or about the end of the month which is no less than 96 months and no more than 97 months after the date on which a Shareholder's order to purchase such shares was accepted. 2. Section 7.3 of the Agreement is amended and restated to read as follows: 7.3 Redemptions at the Option of the Trust. The Trust shall have the right, at its option, upon no less than 30 days notice to the affected Shareholder at any time to redeem Shares of any Shareholder at the net asset value of such Shares: (A) if at such time such Shareholder owns Shares of any Portfolio having an aggregate net asset value of less than an amount determined from time to time by the Trustees; or (B) to the extent that such Shareholder owns Shares equal to or in excess of a percentage of the outstanding Shares of the Trust or of any Portfolio, as such percentage may be determined from time to time, in each case subject to such terms and conditions as are set forth in the registration statement of the Trust in effect from time to time. 3. Section 7.4 of the Agreement is deleted in its entirety. 4. All capitalized terms are used herein as defined in the Agreement unless otherwise defined herein. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment. 5. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect. IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of May 24, 2006. By: /s/ Robert H. Graham ------------------------------------ Name: Robert H. Graham Title: President 2 EX-99.A1.E 5 h43124bexv99wa1we.txt AMENDMENT NO.4 TO AMENDED AGREEMENT AND DECLARATION OF TRUST AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF AIM EQUITY FUNDS This Amendment No. 4 (the "Amendment") to the Amended and Restated Agreement and Declaration of Trust of AIM Equity Funds (the "Trust") amends, effective as of July 5, 2006, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the "Agreement"). By consent dated as of July 5, 2006, the Board of Trustees of the Trust, in accordance with Section 9.7 of the Agreement, approved the amendments to the Agreement. Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust. NOW, THEREFORE, the Agreement is hereby amended as follows: 1. A new Section 2.6A of the Agreement is added after Section 2.6 of the Agreement as set forth below: "Section 2.6A. Additional Conversion Rights and Preferences of Certain Class B Shares. In addition to the relative rights and preferences set forth in Section 2.5 and Section 2.6 and all other provisions of this Agreement relating to Shares of the Trust generally, any Class of any Portfolio designated as Class B Shares that were acquired by (i) exchange offer from closed-end AIM Floating Rate Fund, or (ii) exchange offer from a Portfolio or any other series portfolio in the AIM fund complex if such shares were previously acquired by exchange offer from closed-end AIM Floating Rate Fund (the "Legacy Class B Shares") shall have the following rights and preferences: (a) Conversion of Legacy Class B Shares. At the Legacy Class B Share Conversion Effective Time described in Section 2.6A(d) below, all of the issued and outstanding Legacy Class B Shares of any Portfolio of the Trust offering Legacy Class B Shares shall convert to Class A Shares of the applicable Portfolio based upon their respective net asset values, and thereafter shall have the attributes of Class A Shares of the applicable Portfolio. All issued and outstanding Legacy Class B Shares shall thereafter be deemed to be cancelled. The stock transfer books for Legacy Class B Shares of a Portfolio will be closed at the Legacy Class B Share Conversion Effective Time and only requests for redemption of Legacy Class B Shares of a Portfolio received in proper form prior to the close of trading on the New York Stock Exchange on the date of the Legacy Class B Share Conversion Effective Time shall be accepted. Thereafter, redemption requests received by a Portfolio for Legacy Class B Shares shall be deemed to be a redemption requests for Class A Shares into which Legacy Class B Shares were converted. (b) Attribution of Assets and Liabilities. At the Legacy Class B Share Conversion Effective Time described in Section 2.6A(d) below, the proportionate undivided interest in the net assets of a Portfolio attributable to Legacy Class B Shares shall become a part of the proportionate 1 undivided interest in the net assets of the Portfolio attributable to its Class A Shares, and the expenses, costs, charges and reserves allocated to the Legacy Class B Shares of a Portfolio immediately prior to the Legacy Class B Share Conversion Effective Time shall become expenses, costs, charges and reserves of Class A Shares of such Portfolio. The Portfolio shall instruct its transfer agent to reflect in the transfer agent's records the attribution of the Legacy Class B Shares in the manner described above. (c) Shareholder Accounts. At the Legacy Class B Share Conversion Effective Time described in Section 2.6A(d) below, each shareholder of record of Legacy Class B Shares of a Portfolio will receive that number of Class A Shares of such Portfolio having an aggregate net asset value equal to the net asset value of the Legacy Class B Shares of such Portfolio held by such shareholder immediately prior to the Legacy Class B Share Conversion Effective Time. Each Portfolio will establish an open account on its records in the name of each Legacy Class B Shareholder to which will be credited the respective number of Class A Shares of such Portfolio due to such shareholder. Fractional Legacy Class B Shares will be carried to the third decimal place. Certificates representing Class A Shares will not be issued. The net asset value of the Class A Shares and Legacy Class B Shares will be determined at the Legacy Class B Share Conversion Effective Time in accordance with the policies and procedures of the applicable Portfolio as set forth in its registration statement. (d) The conversion of Legacy Class B Shares into Class A Shares shall occur July 27, 2006 at 5:00 p.m. Eastern time or such later date and time as the officers of the Trust shall determine (the "Legacy Class B Share Conversion Effective Time"). (e) If, prior to the Legacy Class B Share Conversion Effective Time, (1) the Class A Shareholders of a Portfolio approve any increase in expenses allocated to the Class A Shares of that Portfolio in connection with (A) a Plan of Distribution adopted pursuant to Rule 12b-1 under the 1940 Act, (B) a non-Rule 12b-1 shareholder services plan or (C) any other plan or arrangement whereby Classes of that Portfolio pay a different share of other expenses, not including advisory or custodial fees or other expenses related to the management of the Trust's assets, then (2) the Legacy Class B Shares of that Portfolio will not convert to the Class A Shares unless the Legacy Class B Shareholders of that Portfolio, voting separately, approve the increase in expenses. The Trustees shall have sole discretion in determining whether such increase in expenses is submitted to a vote of the Legacy Class B Shareholders. Should such increase in expenses not be submitted to a vote of the Legacy Class B Shareholders or, if submitted, should the Legacy Class B Shareholders fail to approve such increase in expenses, the Trustees shall take such action as is necessary to: (1) create a new class of that Portfolio (the "New Legacy Class A Shares") which shall be identical in all material respects to the Class A Shares of that Portfolio as they existed prior to the implementation of the increase in expenses; and (2) ensure that the existing Legacy Class B Shares of that Portfolio will be exchanged or 2 converted into New Legacy Class A Shares no later than the Legacy Class B Share Conversion Effective Time. If deemed advisable by the Trustees to implement the foregoing, and at the sole discretion of the Trustees, such action may include the exchange of all Legacy Class B Shares of that Portfolio for a new class of that Portfolio (the "New Legacy Class B Shares"), identical in all material respects to the Legacy Class B Shares of that Portfolio except that the New Legacy Class B Shares will convert into the New Legacy Class A Shares at the Legacy Class B Share Conversion Effective Time. Such exchanges or conversions shall be effected in a manner that the Trustees reasonably believe will not be subject to federal taxation." 2. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment. 3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect. IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of July 5, 2006. By: /s/ Robert H. Graham ------------------------------------ Name: Robert H. Graham Title: President 3 EX-99.B1.B 6 h43124bexv99wb1wb.txt AMENDMENT TO AMENDED BYLAWS AMENDMENT TO AMENDED AND RESTATED BYLAWS OF AIM EQUITY FUNDS Adopted effective August 1, 2006 The Amended and Restated Bylaws of AIM Equity Funds (the "Trust"), adopted effective September 14, 2005, (the "Bylaws"), are hereby amended as follows: 1. Article III is hereby amended and restated to read in its entirety as follows: "ARTICLE III OFFICERS Section 1. Executive Officers. The executive officers shall include a Principal Executive Officer, a President, one or more Vice Presidents, which may include one or more Executive Vice Presidents and/or Senior Vice Presidents (the number thereof to be determined by the Board of Trustees), a Principal Financial Officer, a Chief Legal Officer, a Chief Compliance Officer, a Senior Officer, a Treasurer, a Secretary and an Anti-Money Laundering Compliance Officer. The Board of Trustees may also in its discretion appoint Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers, agents and employees, who shall have such authority and perform such duties as the Board may determine. The Board of Trustees may fill any vacancy which may occur in any office. Any two offices, except for those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument on behalf of the Trust in more than one capacity, if such instrument is required by law or by these Bylaws to be executed, acknowledged or verified by two or more officers. Section 2. Term of Office. Unless otherwise specifically determined by the Board of Trustees, the officers shall serve at the pleasure of the Board of Trustees. If the Board of Trustees in its judgment finds that the best interests of the Trust will be served, the Board of Trustees may remove any officer of the Trust at any time with or without cause. The Trustees may delegate this power to the President (without supervision by the Trustees) with respect to any other officer. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer may resign from office at any time by delivering a written resignation to the Trustees or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Section 3. Principal Executive Officer. The Principal Executive Officer shall be the chief executive officer of the Trust and shall generally manage the business and affairs of the Trust. The Principal Executive Officer shall be responsible for making the certifications required of the Trust's principal executive officer by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder by the Securities and Exchange Commission. Section 4. President; Vice Presidents. The President and one or more Vice Presidents, which may include one or more Executive Vice Presidents and/or Senior Vice Presidents, shall have and exercise such powers and duties of the Principal Executive Officer in the absence or inability to act of the Principal Executive Officer, as may be assigned to them, respectively, by the Board of Trustees or, to the extent not so assigned, by the Principal Executive Officer. In the absence or inability to act of the Principal Executive Officer, the powers and duties of the Principal Executive Officer not otherwise assigned by the Board of Trustees or the Principal Executive Officer shall devolve first upon the President, then upon the Executive Vice Presidents, then upon the Senior Vice Presidents, and finally upon the Vice Presidents, all in the order of their election. If both the Chair and the Vice Chair are absent, or if the Chair is absent and there is no Vice Chair, the President shall, if present, preside at all meetings of the Shareholders and the Board of Trustees. Section 5. Principal Financial Officer. The Principal Financial Officer, who shall also have a title of at least Vice President, shall be the chief financial officer of the Trust and shall generally manage the financial affairs of the Trust. The Principal Financial Officer shall be responsible for making the certifications required of the Trust's principal financial officer by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. Section 6. Chief Legal Officer. The Chief Legal Officer, who shall also have a title of at least Senior Vice President, shall generally manage the legal affairs of the Trust. The Chief Legal Officer shall be responsible for receiving up-the-ladder reports within the Trust of any evidence of material violations of securities laws or breaches of fiduciary duty or similar violations by the Trust, as required by Section 307 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. Section 7. Chief Compliance Officer. The Chief Compliance Officer, who shall also have a title of at least Senior Vice President, shall be responsible for administering the Trust's policies and procedures adopted pursuant to Rule 38a-1(a)(1) under the 1940 Act. Section 8. Senior Officer. The Senior Officer, who shall also have a title of at least Senior Vice President, shall be employed by or on behalf of the Trust and shall have such powers and duties as are set forth in such Senior Officer's Executive Employment Agreement. Section 9. Treasurer. The Treasurer shall have the care and custody of the funds and securities of the Trust and shall deposit the same in the name of the Trust in such bank or banks or other depositories, subject to withdrawal in such manner as these Bylaws or the Board of Trustees may determine. The Treasurer shall, if required by the Board of Trustees, give such bond for the faithful discharge of duties in such form as the Board of Trustees may require. Section 10. Secretary. The Secretary shall (a) have custody of the seal of the Trust; (b) if requested, attend meetings of the Shareholders, the Board of Trustees, and any committees or sub-committees of Trustees; (c) keep or cause to be kept the minutes of all meetings of Shareholders, the Board of Trustees and any committees or sub-committees thereof, and (d) issue all notices of the Trust. The Secretary shall have charge of the Shareholder records and such other books and papers as the Board may direct, and shall perform such other duties as may be incidental to the office or which are assigned by the Board of Trustees. Section 11. Anti-Money Laundering Compliance Officer. The Anti-Money Laundering Compliance Officer shall have such powers and duties as are set forth in the Anti-Money Laundering Program adopted by the Trust pursuant to the USA PATRIOT Act of 2001 and the rules promulgated thereunder, as such Program may be amended from time to time. Section 12. Assistant Officers. Assistant officers, which may include one or more Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, shall perform such 2 functions and have such responsibilities as the Board of Trustees may assign to them or, to the extent not so assigned, by the Vice President(s), Secretary or Treasurer, as applicable. Section 13. Surety Bond. The Trustees may require any officer or agent of the Trust to execute a bond (including, without limitation, any bond required by the 1940 Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") to the Trust in such sum and with such surety or sureties as the Trustees may determine, conditioned upon the faithful performance of his or her duties to the Trust, including responsibility for negligence and for the accounting of any of the Trust's property, funds, or securities that may come into his or her hands. Section 14. Authorized Signatories. Unless a specific officer is otherwise designated in these Bylaws or in a resolution adopted by the Board of Trustees, the proper officers of the Trust for executing agreements, documents and instruments other than Internal Revenue Service forms shall be the Principal Executive Officer, the President, any Vice President, the Principal Financial Officer, the Chief Legal Officer, the Chief Compliance Officer, the Senior Officer, the Treasurer, the Secretary, the Anti-Money Laundering Compliance Officer or any Assistant Secretary. Unless a specific officer is otherwise designated in these Bylaws or in a resolution adopted by the Board of Trustees, the proper officers of the Trust for executing any and all Internal Revenue Service forms shall be the Principal Executive Officer, the President, any Vice President, the Principal Financial Officer, the Treasurer, the Secretary or any Assistant Secretary." 3 EX-99.D1.I 7 h43124bexv99wd1wi.txt AMENDMENT NO.8 TO MASTER INVESTMENT ADVISORY AGREEMENT AMENDMENT NO. 8 TO MASTER INVESTMENT ADVISORY AGREEMENT This Amendment dated as of March 27, 2006, amends the Master Investment Advisory Agreement (the "Agreement"); dated June 21, 2000, between AIM Equity Funds, a Delaware statutory trust, and A I M Advisors, Inc., a Delaware corporation. WITNESSETH: WHEREAS, the parties desire to amend the Agreement to delete AIM Aggressive Growth Fund, AIM Blue Chip Fund and AIM Weingarten Fund from the Agreement; and WHEREAS, the parties desire to amend the Agreement to permanently reduce the advisory fee payable by AIM Constellation Fund and AIM Large Cap Growth Fund effective March 27, 2006; NOW, THEREFORE, the parties agree as follows; 1. Appendix A and Appendix B to the Agreement are hereby deleted in their entirety and replaced with the following: "APPENDIX A FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT - ------------ ------------------------------------ AIM Capital Development Fund June 1, 2000 AIM Charter Fund June 1, 2000 AIM Constellation Fund June 1, 2000 AIM Diversified Dividend Fund December 28, 2001 AIM Large Cap Basic Value Fund June 1, 2000 AIM Large Cap Growth Fund June 1, 2000 AIM Mid Cap Growth Fund June 1, 2000 AIM Select Basic Value Fund August 29, 2002
APPENDIX B COMPENSATION TO THE ADVISOR The Trust shall pay the Advisor, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund. AIM CONSTELLATION FUND
NET ASSETS ANNUAL RATE - ---------- ----------- First $150 million.................................. 0.80% Over $150 million................................... 0.625%
AIM CAPITAL DEVELOPMENT FUND AIM LARGE CAP GROWTH FUND
NET ASSETS ANNUAL RATE - ---------- ----------- First $350 million.................................. 0.75% Over $350 million................................... 0.625%
AIM CHARTER FUND
NET ASSETS ANNUAL RATE - ---------- ----------- First $30 million................................... 1.00% Over $30 million to and including $150 million...... 0.75% Over $150 million................................... 0.625%
AIM DIVERSIFIED DIVIDEND FUND
NET ASSETS ANNUAL RATE - ---------- ----------- First $350 million.................................. 0.60% Next $350 million................................... 0.55% Next $1.3 billion................................... 0.50% Next $2 billion..................................... 0.45% Next $2 billion..................................... 0.40% Next $2 billion..................................... 0.375% Over $8 billion..................................... 0.35%
2 AIM LARGE CAP BASIC VALUE FUND
NET ASSETS ANNUAL RATE - ---------- ----------- First $1 billion.................................... 0.60% Over $1 billion to and including $ 2 billion........ 0.575% Over $2 billion..................................... 0.55%
AIM MID CAP GROWTH FUND
NET ASSETS ANNUAL RATE - ---------- ----------- First $1 billion.................................... 0.80% Over $1 billion..................................... 0.75%
AIM SELECT BASIC VALUE FUND
NET ASSETS ANNUAL RATE - ---------- ----------- First $1 billion.................................... 0.75% Over $1 billion to and including $ 2 billion........ 0.70% Over $2 billion..................................... 0.65%"
2. In all other respects, the Agreement is hereby confirmed and remains in full force and effect. 3 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above. AIM EQUITY FUNDS Attest: /s/ Ofelia M. Mayo By: /s/ Robert H. Graham ----------------------------- ------------------------------------ Assistant Secretary Robert H. Graham President (SEAL) A I M ADVISORS, INC. Attest: /s/ Ofelia M. Mayo By: /s/ Mark H. Williamson ----------------------------- ------------------------------------ Assistant Secretary Mark H. Williamson President (SEAL) 4 EX-99.D1.J 8 h43124bexv99wd1wj.txt AMENDMENT NO.9 TO MASTER INVESTMENT ADVISORY AGREEMENT AMENDMENT NO. 9 TO MASTER INVESTMENT ADVISORY AGREEMENT This Amendment dated as of April 10, 2006, amends the Master Investment Advisory Agreement (the "Agreement"); dated June 21, 2000, between AIM Equity Funds, a Delaware statutory trust, and A I M Advisors, Inc., a Delaware corporation. WITNESSETH: WHEREAS, the parties desire to amend the Agreement to delete AIM Mid Cap Growth Fund; and WHEREAS, the parties desire to amend the Agreement to permanently reduce the advisory fee payable by AIM Charter Fund effective April 10, 2006; NOW, THEREFORE, the parties agree as follows; 1. Appendix A and Appendix B to the Agreement are hereby deleted in their entirety and replaced with the following: "APPENDIX A FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT - ------------ ------------------------------------ AIM Capital Development Fund June 1, 2000 AIM Charter Fund June 1, 2000 AIM Constellation Fund June 1, 2000 AIM Diversified Dividend Fund December 28, 2001 AIM Large Cap Basic Value Fund June 1, 2000 AIM Large Cap Growth Fund June 1, 2000 AIM Select Basic Value Fund August 29, 2002
APPENDIX B COMPENSATION TO THE ADVISOR The Trust shall pay the Advisor, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund. AIM CONSTELLATION FUND
NET ASSETS ANNUAL RATE - ---------- ----------- First $150 million.................................. 0.80% Over $150 million................................... 0.625%
AIM CAPITAL DEVELOPMENT FUND AIM LARGE CAP GROWTH FUND
NET ASSETS ANNUAL RATE - ---------- ----------- First $350 million.................................. 0.75% Over $350 million................................... 0.625%
AIM CHARTER FUND
NET ASSETS ANNUAL RATE - ---------- ----------- First $150 million.................................. 0.80% Over $150 million................................... 0.625%
AIM DIVERSIFIED DIVIDEND FUND
NET ASSETS ANNUAL RATE - ---------- ----------- First $350 million.................................. 0.60% Next $350 million................................... 0.55% Next $1.3 billion................................... 0.50% Next $2 billion..................................... 0.45% Next $2 billion..................................... 0.40% Next $2 billion..................................... 0.375% Over $8 billion..................................... 0.35%
2 AIM LARGE CAP BASIC VALUE FUND
NET ASSETS ANNUAL RATE - ---------- ----------- First $1 billion.................................... 0.60% Over $1 billion to and including $2 billion......... 0.575% Over $2 billion..................................... 0.55%
AIM SELECT BASIC VALUE FUND
NET ASSETS ANNUAL RATE - ---------- ----------- First $1 billion.................................... 0.75% Over $1 billion to and including $2 billion......... 0.70% Over $2 billion..................................... 0.65%"
2. In all other respects, the Agreement is hereby confirmed and remains in full force and effect. 3 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above. AIM EQUITY FUNDS Attest: /s/ Stephen R. Rimes By: /s/ Robert H. Graham ----------------------------- ------------------------------------ Assistant Secretary Robert H. Graham President (SEAL) A I M ADVISORS, INC. Attest: /s/ Stephen R. Rimes By: /s/ Mark H. Williamson ----------------------------- ------------------------------------ Assistant Secretary Mark H. Williamson President (SEAL) 4 EX-99.E1.X 9 h43124bexv99we1wx.txt AMENDMENT NO.23 TO AMENDED MASTER DISTRIBUTION AGREEMENT AMENDMENT NO. 23 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended to reflect the removal of AIM Aggressive Growth Fund, AIM Blue Chip Fund and AIM Weingarten Fund. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) AIM COUNSELOR SERIES TRUST AIM Advantage Health Sciences Fund - Class A Class C AIM Multi-Sector Fund - Class A Class C Institutional Class AIM EQUITY FUNDS AIM Capital Development Fund - Class A Class C Class R Institutional Class Investor Class AIM Charter Fund - Class A Class C Class R Institutional Class AIM Constellation Fund - Class A Class C Class R Institutional Class AIM Diversified Dividend Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Basic Value Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM Mid Cap Growth Fund - Class A Class C Class R Institutional Class AIM Select Basic Value Fund - Class A Class C AIM FUNDS GROUP AIM Basic Balanced Fund - Class A Class C Class R Institutional Class Investor Class AIM European Small Company Fund - Class A Class C AIM Global Value Fund - Class A Class C Institutional Class AIM International Small Company Fund - Class A Class C Institutional Class AIM Mid Cap Basic Value Fund - Class A Class C Class R Institutional Class AIM Premier Equity Fund - Class A Class C Class R Institutional Class 2 AIM Select Equity Fund - Class A Class C AIM Small Cap Equity Fund - Class A Class C Class R Institutional Class AIM GROWTH SERIES AIM Basic Value Fund - Class A Class C Class R Institutional Class AIM Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Global Equity Fund - Class A Class C Class R Institutional Class AIM Growth Allocation Fund - Class A Class C Class R Institutional Class AIM Income Allocation Fund - Class A Class C Class R Institutional Class AIM International Allocation Fund - Class A Class C Class R Institutional Class AIM Mid Cap Core Equity Fund - Class A Class C Class R Institutional Class AIM Moderate Allocation Fund - Class A Class C Class R Institutional Class AIM Moderate Growth Allocation Fund - Class A Class C Class R Institutional Class 3 AIM Moderately Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Small Cap Growth Fund - Class A Class C Class R Institutional Class AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund - Class A Class C AIM European Growth Fund - Class A Class C Class R Investor Class AIM Global Aggressive Growth Fund - Class A Class C AIM Global Growth Fund - Class A Class C AIM International Core Equity Fund - Class A Class C Class R Institutional Class Investor Class AIM International Growth Fund - Class A Class C Class R Institutional Class AIM INVESTMENT FUNDS AIM Developing Markets Fund - Class A Class C Institutional Class AIM Global Health Care Fund - Class A Class C Investor Class AIM Trimark Endeavor Fund - Class A Class C Class R Institutional Class AIM Trimark Fund - Class A Class C Class R Institutional Class 4 AIM Trimark Small Companies Fund - Class A Class C Class R Institutional Class AIM INVESTMENT SECURITIES FUNDS AIM Global Real Estate Fund - Class A Class C Class R Institutional Class AIM High Yield Fund - Class A Class C Institutional Class Investor Class AIM Income Fund - Class A Class C Class R Institutional Class Investor Class AIM Intermediate Government Fund - Class A Class C Class R Institutional Class Investor Class AIM Limited Maturity Treasury Fund - Class A Class A3 Institutional Class AIM Money Market Fund - AIM Cash Reserve Shares Class C Class R Institutional Class Investor Class AIM Municipal Bond Fund - Class A Class C Investor Class AIM Real Estate Fund - Class A Class C Class R Institutional Class Investor Class AIM Short Term Bond Fund - Class A Class C Class R Institutional Class 5 AIM Total Return Bond Fund - Class A Class C Class R Institutional Class AIM SECTOR FUNDS AIM Energy Fund - Class A Class C Institutional Class Investor Class AIM Financial Services Fund - Class A Class C Investor Class AIM Gold & Precious Metals Fund - Class A Class C Investor Class AIM Leisure Fund - Class A Class C Class R Investor Class AIM Technology Fund - Class A Class C Institutional Class Investor Class AIM Utilities Fund - Class A Class C Institutional Class Investor Class AIM SPECIAL OPPORTUNITIES FUNDS AIM Opportunities I Fund - Class A Class C AIM Opportunities II Fund - Class A Class C AIM Opportunities III Fund - Class A Class C AIM STOCK FUNDS AIM Dynamics Fund - Class A Class C Class R Institutional Class Investor Class 6 AIM Small Company Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM S&P 500 Index Fund - Institutional Class Investor Class AIM SUMMIT FUND Class A Class C AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund - Class A Class C AIM Tax-Exempt Cash Fund - Class A Investor Class AIM Tax-Free Intermediate Fund - Class A Class A3 Institutional Class AIM TREASURER'S SERIES TRUST Premier Portfolio Investor Class Premier Tax-Exempt Portfolio Investor Class Premier U.S. Government Money Portfolio Investor Class" 7 All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Dated: March 27, 2006 EACH FUND (LISTED ON SCHEDULE A) ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A By: /s/ Robert H. Graham ------------------------------------ Robert H. Graham President A I M DISTRIBUTORS, INC. By: /s/ Gene L. Needles ------------------------------------ Gene L. Needles President 8 EX-99.E1.Y 10 h43124bexv99we1wy.txt AMENDMENT NO.24 TO AMENDED MASTER DISTRIBUTION AGREEMENT AMENDMENT NO. 24 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended to reflect the addition of AIM China Fund, AIM Enhanced Short Bond Fund, AIM International Bond Fund, AIM Japan Fund, AIM Structured Core Fund, AIM Structured Growth Fund and AIM Structured Value Fund. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) AIM COUNSELOR SERIES TRUST AIM Advantage Health Sciences Fund - Class A Class C AIM Multi-Sector Fund - Class A Class C Institutional Class AIM Structured Core Fund - Class A Class C Class R Institutional Class AIM Structured Growth Fund - Class A Class C Class R Institutional Class AIM Structured Value Fund - Class A Class C Class R Institutional Class AIM EQUITY FUNDS AIM Capital Development Fund - Class A Class C Class R Institutional Class Investor Class AIM Charter Fund - Class A Class C Class R Institutional Class AIM Constellation Fund - Class A Class C Class R Institutional Class AIM Diversified Dividend Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Basic Value Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM Mid Cap Growth Fund - Class A Class C Class R Institutional Class AIM Select Basic Value Fund - Class A Class C AIM FUNDS GROUP AIM Basic Balanced Fund - Class A Class C Class R Institutional Class Investor Class AIM European Small Company Fund - Class A Class C 2 AIM Global Value Fund - Class A Class C Institutional Class AIM International Small Company Fund - Class A Class C Institutional Class AIM Mid Cap Basic Value Fund - Class A Class C Class R Institutional Class AIM Premier Equity Fund - Class A Class C Class R Institutional Class AIM Select Equity Fund - Class A Class C AIM Small Cap Equity Fund - Class A Class C Class R Institutional Class AIM GROWTH SERIES AIM Basic Value Fund - Class A Class C Class R Institutional Class AIM Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Global Equity Fund - Class A Class C Class R Institutional Class AIM Growth Allocation Fund - Class A Class C Class R Institutional Class AIM Income Allocation Fund - Class A Class C Class R Institutional Class 3 AIM International Allocation Fund - Class A Class C Class R Institutional Class AIM Mid Cap Core Equity Fund - Class A Class C Class R Institutional Class AIM Moderate Allocation Fund - Class A Class C Class R Institutional Class AIM Moderate Growth Allocation Fund - Class A Class C Class R Institutional Class AIM Moderately Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Small Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund - Class A Class C AIM European Growth Fund - Class A Class C Class R Investor Class AIM Global Aggressive Growth Fund - Class A Class C AIM Global Growth Fund - Class A Class C AIM International Core Equity Fund - Class A Class C Class R Institutional Class Investor Class 4 AIM International Growth Fund - Class A Class C Class R Institutional Class AIM INVESTMENT FUNDS AIM China Fund - Class A Class C Institutional Class AIM Developing Markets Fund - Class A Class C Institutional Class AIM Enhanced Short Bond Fund - Class A Class C Class R Institutional Class AIM Global Health Care Fund - Class A Class C Investor Class AIM International Bond Fund - Class A Class C Institutional Class AIM Japan Fund - Class A Class C Institutional Class AIM Trimark Endeavor Fund - Class A Class C Class R Institutional Class AIM Trimark Fund - Class A Class C Class R Institutional Class AIM Trimark Small Companies Fund - Class A Class C Class R Institutional Class AIM INVESTMENT SECURITIES FUNDS AIM Global Real Estate Fund - Class A Class C Class R Institutional Class 5 AIM High Yield Fund - Class A Class C Institutional Class Investor Class AIM Income Fund - Class A Class C Class R Institutional Class Investor Class AIM Intermediate Government Fund - Class A Class C Class R Institutional Class Investor Class AIM Limited Maturity Treasury Fund - Class A Class A3 Institutional Class AIM Money Market Fund - AIM Cash Reserve Shares Class C Class R Institutional Class Investor Class AIM Municipal Bond Fund - Class A Class C Investor Class AIM Real Estate Fund - Class A Class C Class R Institutional Class Investor Class AIM Short Term Bond Fund - Class A Class C Class R Institutional Class AIM Total Return Bond Fund - Class A Class C Class R Institutional Class AIM SECTOR FUNDS AIM Energy Fund - Class A Class C Institutional Class Investor Class 6 AIM Financial Services Fund - Class A Class C Investor Class AIM Gold & Precious Metals Fund - Class A Class C Investor Class AIM Leisure Fund - Class A Class C Class R Investor Class AIM Technology Fund - Class A Class C Institutional Class Investor Class AIM Utilities Fund - Class A Class C Institutional Class Investor Class AIM SPECIAL OPPORTUNITIES FUNDS AIM Opportunities I Fund - Class A Class C AIM Opportunities II Fund - Class A Class C AIM Opportunities III Fund - Class A Class C AIM STOCK FUNDS AIM Dynamics Fund - Class A Class C Class R Institutional Class Investor Class AIM Small Company Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM S&P 500 Index Fund - Institutional Class Investor Class AIM SUMMIT FUND Class A Class C 7 AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund - Class A Class C AIM Tax-Exempt Cash Fund - Class A Investor Class AIM Tax-Free Intermediate Fund - Class A Class A3 Institutional Class AIM TREASURER'S SERIES TRUST Premier Portfolio Investor Class Premier Tax-Exempt Portfolio Investor Class Premier U.S. Government Money Portfolio Investor Class" 8 All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Dated: March 31, 2006 EACH FUND (LISTED ON SCHEDULE A) ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A By: /s/ Robert H. Graham ------------------------------------ Robert H. Graham President A I M DISTRIBUTORS, INC. By: /s/ Gene L. Needles ------------------------------------ Gene L. Needles President 9 EX-99.E1.Z 11 h43124bexv99we1wz.txt AMENDMENT NO.25 TO AMENDED MASTER DISTRIBUTION AGREEMENT AMENDMENT NO. 25 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended to reflect the removal of AIM Mid Cap Growth Fund, AIM Premier Equity Fund and AIM Small Company Growth Fund. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) AIM COUNSELOR SERIES TRUST AIM Advantage Health Sciences Fund - Class A Class C AIM Multi-Sector Fund - Class A Class C Institutional Class AIM Structured Core Fund - Class A Class C Class R Institutional Class AIM Structured Growth Fund - Class A Class C Class R Institutional Class AIM Structured Value Fund - Class A Class C Class R Institutional Class AIM EQUITY FUNDS AIM Capital Development Fund - Class A Class C Class R Institutional Class Investor Class AIM Charter Fund - Class A Class C Class R Institutional Class AIM Constellation Fund - Class A Class C Class R Institutional Class AIM Diversified Dividend Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Basic Value Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM Select Basic Value Fund - Class A Class C AIM FUNDS GROUP AIM Basic Balanced Fund - Class A Class C Class R Institutional Class Investor Class AIM European Small Company Fund - Class A Class C AIM Global Value Fund - Class A Class C Institutional Class AIM International Small Company Fund - Class A Class C Institutional Class AIM Mid Cap Basic Value Fund - Class A Class C Class R Institutional Class 2 AIM Select Equity Fund - Class A Class C AIM Small Cap Equity Fund - Class A Class C Class R Institutional Class AIM GROWTH SERIES AIM Basic Value Fund - Class A Class C Class R Institutional Class AIM Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Global Equity Fund - Class A Class C Class R Institutional Class AIM Growth Allocation Fund - Class A Class C Class R Institutional Class AIM Income Allocation Fund - Class A Class C Class R Institutional Class AIM International Allocation Fund - Class A Class C Class R Institutional Class AIM Mid Cap Core Equity Fund - Class A Class C Class R Institutional Class AIM Moderate Allocation Fund - Class A Class C Class R Institutional Class AIM Moderate Growth Allocation Fund - Class A Class C Class R Institutional Class 3 AIM Moderately Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Small Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund - Class A Class C AIM European Growth Fund - Class A Class C Class R Investor Class AIM Global Aggressive Growth Fund - Class A Class C AIM Global Growth Fund - Class A Class C AIM International Core Equity Fund - Class A Class C Class R Institutional Class Investor Class AIM International Growth Fund - Class A Class C Class R Institutional Class AIM INVESTMENT FUNDS AIM China Fund - Class A Class C Institutional Class AIM Developing Markets Fund - Class A Class C Institutional Class AIM Enhanced Short Bond Fund - Class A Class C Class R Institutional Class AIM Global Health Care Fund - Class A Class C Investor Class 4 AIM International Bond Fund - Class A Class C Institutional Class AIM Japan Fund - Class A Class C Institutional Class AIM Trimark Endeavor Fund - Class A Class C Class R Institutional Class AIM Trimark Fund - Class A Class C Class R Institutional Class AIM Trimark Small Companies Fund - Class A Class C Class R Institutional Class AIM INVESTMENT SECURITIES FUNDS AIM Global Real Estate Fund - Class A Class C Class R Institutional Class AIM High Yield Fund - Class A Class C Institutional Class Investor Class AIM Income Fund - Class A Class C Class R Institutional Class Investor Class AIM Intermediate Government Fund - Class A Class C Class R Institutional Class Investor Class AIM Limited Maturity Treasury Fund - Class A Class A3 Institutional Class AIM Money Market Fund - AIM Cash Reserve Shares Class C Class R Institutional Class Investor Class 5 AIM Municipal Bond Fund - Class A Class C Investor Class AIM Real Estate Fund - Class A Class C Class R Institutional Class Investor Class AIM Short Term Bond Fund - Class A Class C Class R Institutional Class AIM Total Return Bond Fund - Class A Class C Class R Institutional Class AIM SECTOR FUNDS AIM Energy Fund - Class A Class C Institutional Class Investor Class AIM Financial Services Fund - Class A Class C Investor Class AIM Gold & Precious Metals Fund - Class A Class C Investor Class AIM Leisure Fund - Class A Class C Class R Investor Class AIM Technology Fund - Class A Class C Institutional Class Investor Class AIM Utilities Fund - Class A Class C Institutional Class Investor Class AIM SPECIAL OPPORTUNITIES FUNDS AIM Opportunities I Fund - Class A Class C 6 AIM Opportunities II Fund - Class A Class C AIM Opportunities III Fund - Class A Class C AIM STOCK FUNDS AIM Dynamics Fund - Class A Class C Class R Institutional Class Investor Class AIM S&P 500 Index Fund - Institutional Class Investor Class AIM SUMMIT FUND Class A Class C AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund - Class A Class C AIM Tax-Exempt Cash Fund - Class A Investor Class AIM Tax-Free Intermediate Fund - Class A Class A3 Institutional Class AIM TREASURER'S SERIES TRUST Premier Portfolio Investor Class Premier Tax-Exempt Portfolio Investor Class Premier U.S. Government Money Portfolio Investor Class" 7 All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Dated: April 10, 2006 EACH FUND (LISTED ON SCHEDULE A) ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A By: /s/ Robert H. Graham --------------------------------- Robert H. Graham President A I M DISTRIBUTORS, INC. By: /s/ Gene L. Needles --------------------------------- Gene L. Needles President 8 EX-99.E1.AA 12 h43124bexv99we1waa.txt AMENDMENT NO.26 TO AMENDED MASTER DISTRIBUTION AGREEMENT AMENDMENT NO. 26 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended to reflect the addition of AIM Floating Rate Fund. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) AIM COUNSELOR SERIES TRUST AIM Advantage Health Sciences Fund -- Class A Class C AIM Floating Rate Fund -- Class A Class B1 Class C Class R Institutional Class AIM Multi-Sector Fund -- Class A Class C Institutional Class AIM Structured Core Fund -- Class A Class C Class R Institutional Class AIM Structured Growth Fund -- Class A Class C Class R Institutional Class AIM Structured Value Fund -- Class A Class C Class R Institutional Class AIM EQUITY FUNDS AIM Capital Development Fund -- Class A Class C Class R Institutional Class Investor Class AIM Charter Fund -- Class A Class C Class R Institutional Class AIM Constellation Fund -- Class A Class C Class R Institutional Class AIM Diversified Dividend Fund -- Class A Class C Class R Institutional Class Investor Class AIM Large Cap Basic Value Fund -- Class A Class C Class R Institutional Class Investor Class AIM Large Cap Growth Fund -- Class A Class C Class R Institutional Class Investor Class AIM Select Basic Value Fund - Class A Class C AIM FUNDS GROUP AIM Basic Balanced Fund -- Class A Class C Class R Institutional Class Investor Class AIM European Small Company Fund -- Class A Class C AIM Global Value Fund -- Class A Class C Institutional Class AIM International Small Company Fund -- Class A Class C Institutional Class 2 AIM Mid Cap Basic Value Fund -- Class A Class C Class R Institutional Class AIM Select Equity Fund -- Class A Class C AIM Small Cap Equity Fund -- Class A Class C Class R Institutional Class AIM GROWTH SERIES AIM Basic Value Fund -- Class A Class C Class R Institutional Class AIM Conservative Allocation Fund -- Class A Class C Class R Institutional Class AIM Global Equity Fund -- Class A Class C Class R Institutional Class AIM Growth Allocation Fund -- Class A Class C Class R Institutional Class AIM Income Allocation Fund -- Class A Class C Class R Institutional Class AIM International Allocation Fund -- Class A Class C Class R Institutional Class AIM Mid Cap Core Equity Fund -- Class A Class C Class R Institutional Class AIM Moderate Allocation Fund -- Class A Class C Class R Institutional Class 3 AIM Moderate Growth Allocation Fund -- Class A Class C Class R Institutional Class AIM Moderately Conservative Allocation Fund -- Class A Class C Class R Institutional Class AIM Small Cap Growth Fund -- Class A Class C Class R Institutional Class Investor Class AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund -- Class A Class C AIM European Growth Fund -- Class A Class C Class R Investor Class AIM Global Aggressive Growth Fund -- Class A Class C AIM Global Growth Fund -- Class A Class C AIM International Core Equity Fund -- Class A Class C Class R Institutional Class Investor Class AIM International Growth Fund -- Class A Class C Class R Institutional Class AIM INVESTMENT FUNDS AIM China Fund -- Class A Class C Institutional Class AIM Developing Markets Fund -- Class A Class C Institutional Class AIM Enhanced Short Bond Fund -- Class A Class C Class R Institutional Class 4 AIM Global Health Care Fund - Class A Class C Investor Class AIM International Bond Fund -- Class A Class C Institutional Class AIM Japan Fund -- Class A Class C Institutional Class AIM Trimark Endeavor Fund -- Class A Class C Class R Institutional Class AIM Trimark Fund -- Class A Class C Class R Institutional Class AIM Trimark Small Companies Fund -- Class A Class C Class R Institutional Class AIM INVESTMENT SECURITIES FUNDS AIM Global Real Estate Fund -- Class A Class C Class R Institutional Class AIM High Yield Fund -- Class A Class C Institutional Class Investor Class AIM Income Fund -- Class A Class C Class R Institutional Class Investor Class AIM Intermediate Government Fund -- Class A Class C Class R Institutional Class Investor Class AIM Limited Maturity Treasury Fund -- Class A Class A3 Institutional Class 5 AIM Money Market Fund -- AIM Cash Reserve Shares Class C Class R Institutional Class Investor Class AIM Municipal Bond Fund -- Class A Class C Investor Class AIM Real Estate Fund -- Class A Class C Class R Institutional Class Investor Class AIM Short Term Bond Fund -- Class A Class C Class R Institutional Class AIM Total Return Bond Fund -- Class A Class C Class R Institutional Class AIM SECTOR FUNDS AIM Energy Fund -- Class A Class C Institutional Class Investor Class AIM Financial Services Fund -- Class A Class C Investor Class AIM Gold & Precious Metals Fund -- Class A Class C Investor Class AIM Leisure Fund -- Class A Class C Class R Investor Class AIM Technology Fund -- Class A Class C Institutional Class Investor Class AIM Utilities Fund -- Class A Class C Institutional Class Investor Class 6 AIM SPECIAL OPPORTUNITIES FUNDS AIM Opportunities I Fund -- Class A Class C AIM Opportunities II Fund -- Class A Class C AIM Opportunities III Fund -- Class A Class C AIM STOCK FUNDS AIM Dynamics Fund -- Class A Class C Class R Institutional Class Investor Class AIM S&P 500 Index Fund -- Institutional Class Investor Class AIM SUMMIT FUND Class A Class C AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund -- Class A Class C AIM Tax-Exempt Cash Fund -- Class A Investor Class AIM Tax-Free Intermediate Fund -- Class A Class A3 Institutional Class AIM TREASURER'S SERIES TRUST Premier Portfolio Investor Class Premier Tax-Exempt Portfolio Investor Class Premier U.S. Government Money Portfolio Investor Class" 7 All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Dated: April 14, 2006 EACH FUND (LISTED ON SCHEDULE A) ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A By: /s/ Robert H. Graham ------------------------------- Robert H. Graham President A I M DISTRIBUTORS, INC. By: /s/ Gene L Needles ------------------------------- Gene L. Needles President 8 EX-99.E1.AB 13 h43124bexv99we1wab.txt AMENDMENT NO.27 TO AMENDED MASTER DISTRIBUTION AGREEMENT AMENDMENT NO. 27 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended. WHEREAS, the parties desire to amend the Agreement to reflect the termination of Class B1 shares of AIM Floating Rate Fund. 1. Effective as of July 27, 2006, Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) AIM COUNSELOR SERIES TRUST AIM Advantage Health Sciences Fund - Class A Class C AIM Floating Rate Fund - Class A Class C Class R Institutional Class AIM Multi-Sector Fund - Class A Class C Institutional Class AIM Structured Core Fund - Class A Class C Class R Institutional Class
1 AIM Structured Growth Fund - Class A Class C Class R Institutional Class AIM Structured Value Fund - Class A Class C Class R Institutional Class AIM EQUITY FUNDS AIM Capital Development Fund - Class A Class C Class R Institutional Class Investor Class AIM Charter Fund - Class A Class C Class R Institutional Class AIM Constellation Fund - Class A Class C Class R Institutional Class AIM Diversified Dividend Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Basic Value Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM Select Basic Value Fund - Class A Class C AIM FUNDS GROUP AIM Basic Balanced Fund - Class A Class C Class R Institutional Class Investor Class AIM European Small Company Fund - Class A Class C AIM Global Value Fund - Class A Class C
2 Institutional Class AIM International Small Company Fund - Class A Class C Institutional Class AIM Mid Cap Basic Value Fund - Class A Class C Class R Institutional Class AIM Select Equity Fund - Class A Class C AIM Small Cap Equity Fund - Class A Class C Class R Institutional Class AIM GROWTH SERIES AIM Basic Value Fund - Class A Class C Class R Institutional Class AIM Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Global Equity Fund - Class A Class C Class R Institutional Class AIM Growth Allocation Fund - Class A Class C Class R Institutional Class AIM Income Allocation Fund - Class A Class C Class R Institutional Class AIM International Allocation Fund - Class A Class C Class R Institutional Class AIM Mid Cap Core Equity Fund - Class A Class C Class R Institutional Class
3 AIM Moderate Allocation Fund - Class A Class C Class R Institutional Class AIM Moderate Growth Allocation Fund - Class A Class C Class R Institutional Class AIM Moderately Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Small Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund - Class A Class C AIM European Growth Fund - Class A Class C Class R Investor Class AIM Global Aggressive Growth Fund - Class A Class C AIM Global Growth Fund - Class A Class C AIM International Core Equity Fund - Class A Class C Class R Institutional Class Investor Class AIM International Growth Fund - Class A Class C Class R Institutional Class AIM INVESTMENT FUNDS AIM China Fund - Class A Class C Institutional Class AIM Developing Markets Fund - Class A Class C Institutional Class
4 AIM Enhanced Short Bond Fund - Class A Class C Class R Institutional Class AIM Global Health Care Fund - Class A Class C Investor Class AIM International Bond Fund - Class A Class C Institutional Class AIM Japan Fund - Class A Class C Institutional Class AIM Trimark Endeavor Fund - Class A Class C Class R Institutional Class AIM Trimark Fund - Class A Class C Class R Institutional Class AIM Trimark Small Companies Fund - Class A Class C Class R Institutional Class AIM INVESTMENT SECURITIES FUNDS AIM Global Real Estate Fund - Class A Class C Class R Institutional Class AIM High Yield Fund - Class A Class C Institutional Class Investor Class AIM Income Fund - Class A Class C Class R Institutional Class Investor Class AIM Intermediate Government Fund - Class A Class C Class R Institutional Class Investor Class
5 AIM Limited Maturity Treasury Fund - Class A Class A3 Institutional Class AIM Money Market Fund - AIM Cash Reserve Shares Class C Class R Institutional Class Investor Class AIM Municipal Bond Fund - Class A Class C Investor Class AIM Real Estate Fund - Class A Class C Class R Institutional Class Investor Class AIM Short Term Bond Fund - Class A Class C Class R Institutional Class AIM Total Return Bond Fund - Class A Class C Class R Institutional Class AIM SECTOR FUNDS AIM Energy Fund - Class A Class C Institutional Class Investor Class AIM Financial Services Fund - Class A Class C Investor Class AIM Gold & Precious Metals Fund - Class A Class C Investor Class AIM Leisure Fund - Class A Class C Class R Investor Class AIM Technology Fund - Class A Class C Institutional Class Investor Class
6 AIM Utilities Fund - Class A Class C Institutional Class Investor Class AIM SPECIAL OPPORTUNITIES FUNDS AIM Opportunities I Fund - Class A Class C AIM Opportunities II Fund - Class A Class C AIM Opportunities III Fund - Class A Class C AIM STOCK FUNDS AIM Dynamics Fund - Class A Class C Class R Institutional Class Investor Class AIM S&P 500 Index Fund - Institutional Class Investor Class AIM SUMMIT FUND Class A Class C AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund - Class A Class C AIM Tax-Exempt Cash Fund - Class A Investor Class AIM Tax-Free Intermediate Fund - Class A Class A3 Institutional Class AIM TREASURER'S SERIES TRUST Premier Portfolio Investor Class Premier Tax-Exempt Portfolio Investor Class Premier U.S. Government Money Portfolio Investor Class"
7 All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Dated: July 27, 2006 EACH FUND (LISTED ON SCHEDULE A) ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A By: /s/ Robert H. Graham ------------------------------------ Robert H. Graham President A I M DISTRIBUTORS, INC. By: /s/ Gene L. Needles ------------------------------------ Gene L. Needles President 8 EX-99.E1.AC 14 h43124bexv99we1wac.txt AMENDMENT NO.28 TO AMENDED MASTER DISTRIBUTION AGREEMENT AMENDMENT NO. 28 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended to reflect the addition of Institutional Class shares of AIM High Income Municipal Fund. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) AIM COUNSELOR SERIES TRUST AIM Advantage Health Sciences Fund - Class A Class C AIM Floating Rate Fund - Class A Class C Class R Institutional Class AIM Multi-Sector Fund - Class A Class C Institutional Class AIM Structured Core Fund - Class A Class C Class R Institutional Class AIM Structured Growth Fund - Class A Class C Class R Institutional Class AIM Structured Value Fund - Class A Class C Class R Institutional Class AIM EQUITY FUNDS AIM Capital Development Fund - Class A
Class C Class R Institutional Class Investor Class AIM Charter Fund - Class A Class C Class R Institutional Class AIM Constellation Fund - Class A Class C Class R Institutional Class AIM Diversified Dividend Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Basic Value Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM Select Basic Value Fund - Class A Class C AIM FUNDS GROUP AIM Basic Balanced Fund - Class A Class C Class R Institutional Class Investor Class AIM European Small Company Fund - Class A Class C AIM Global Value Fund - Class A Class C Institutional Class AIM International Small Company Fund - Class A Class C Institutional Class AIM Mid Cap Basic Value Fund - Class A
2 Class C Class R Institutional Class AIM Select Equity Fund - Class A Class C AIM Small Cap Equity Fund - Class A Class C Class R Institutional Class AIM GROWTH SERIES AIM Basic Value Fund - Class A Class C Class R Institutional Class AIM Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Global Equity Fund - Class A Class C Class R Institutional Class AIM Growth Allocation Fund - Class A Class C Class R Institutional Class AIM Income Allocation Fund - Class A Class C Class R Institutional Class AIM International Allocation Fund - Class A Class C Class R Institutional Class AIM Mid Cap Core Equity Fund - Class A Class C Class R Institutional Class AIM Moderate Allocation Fund - Class A Class C Class R Institutional Class AIM Moderate Growth Allocation Fund - Class A Class C
3 Class R Institutional Class AIM Moderately Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Small Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund - Class A Class C AIM European Growth Fund - Class A Class C Class R Investor Class AIM Global Aggressive Growth Fund - Class A Class C AIM Global Growth Fund - Class A Class C AIM International Core Equity Fund - Class A Class C Class R Institutional Class Investor Class AIM International Growth Fund - Class A Class C Class R Institutional Class AIM INVESTMENT FUNDS AIM China Fund - Class A Class C Institutional Class AIM Developing Markets Fund - Class A Class C Institutional Class AIM Enhanced Short Bond Fund - Class A Class C Class R Institutional Class AIM Global Health Care Fund - Class A
4 Class C Investor Class AIM International Bond Fund - Class A Class C Institutional Class AIM Japan Fund - Class A Class C Institutional Class AIM Trimark Endeavor Fund - Class A Class C Class R Institutional Class AIM Trimark Fund - Class A Class C Class R Institutional Class AIM Trimark Small Companies Fund - Class A Class C Class R Institutional Class AIM INVESTMENT SECURITIES FUNDS AIM Global Real Estate Fund - Class A Class C Class R Institutional Class AIM High Yield Fund - Class A Class C Institutional Class Investor Class AIM Income Fund - Class A Class C Class R Institutional Class Investor Class AIM Intermediate Government Fund - Class A Class C Class R Institutional Class Investor Class AIM Limited Maturity Treasury Fund - Class A Class A3 Institutional Class AIM Money Market Fund - AIM Cash Reserve Shares Class C
5 Class R Institutional Class Investor Class AIM Municipal Bond Fund - Class A Class C Investor Class AIM Real Estate Fund - Class A Class C Class R Institutional Class Investor Class AIM Short Term Bond Fund - Class A Class C Class R Institutional Class AIM Total Return Bond Fund - Class A Class C Class R Institutional Class AIM SECTOR FUNDS AIM Energy Fund - Class A Class C Institutional Class Investor Class AIM Financial Services Fund - Class A Class C Investor Class AIM Gold & Precious Metals Fund - Class A Class C Investor Class AIM Leisure Fund - Class A Class C Class R Investor Class AIM Technology Fund - Class A Class C Institutional Class Investor Class AIM Utilities Fund - Class A Class C Institutional Class Investor Class AIM SPECIAL OPPORTUNITIES FUNDS AIM Opportunities I Fund - Class A
6 Class C AIM Opportunities II Fund - Class A Class C AIM Opportunities III Fund - Class A Class C AIM STOCK FUNDS AIM Dynamics Fund - Class A Class C Class R Institutional Class Investor Class AIM S&P 500 Index Fund - Institutional Class Investor Class AIM SUMMIT FUND Class A Class C AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund - Class A Class C Institutional Class AIM Tax-Exempt Cash Fund - Class A Investor Class AIM Tax-Free Intermediate Fund - Class A Class A3 Institutional Class AIM TREASURER'S SERIES TRUST Premier Portfolio Investor Class Premier Tax-Exempt Portfolio Investor Class Premier U.S. Government Money Portfolio Investor Class"
7 All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Dated: July 31, 2006 EACH FUND (LISTED ON SCHEDULE A) ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A By: /s/ Robert H. Graham ------------------------------------ Robert H. Graham President A I M DISTRIBUTORS, INC. By: /s/ Gene L. Needles ------------------------------------ Gene L. Needles President 8 EX-99.E1.AD 15 h43124bexv99we1wad.txt FIRST RESTATED MASTER DISTRIBUTION AGREEMENT FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) THIS AGREEMENT made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to this Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to this Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares as set forth on Schedule A to this Agreement, (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"). WITNESSETH: In consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows: FIRST: The Fund on behalf of each Portfolio hereby appoints the Distributor as its exclusive agent for the sale of the Shares to the public directly and through investment dealers and financial institutions in the United States and throughout the world in accordance with the terms of the then current prospectus or statement of additional information (collectively, a "Prospectus") applicable to the Portfolio. SECOND: The Fund shall not sell any Shares except through the Distributor and under the terms and conditions set forth in paragraph FOURTH below. Notwithstanding the provisions of the foregoing sentence, however: (A) the Fund may issue Shares of a Portfolio to any other investment company or personal holding company, or to the shareholders thereof, in exchange for all or a majority of the shares or assets of any such company; (B) the Fund may issue Shares at their net asset value in connection with certain classes of transactions or to certain classes of investors, in accordance with Rule 22d-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), provided that any such class of transaction or class of investor is specified in the Prospectus of the applicable Portfolio; and (C) the Fund shall have the right to specify minimum amounts for initial and subsequent orders for the purchase of Shares of a Portfolio. THIRD: The Distributor hereby accepts appointment as exclusive agent for the sale of the Shares and agrees that it will use its best efforts to sell such Shares; provided, however, that: (A) the Distributor may, and when requested by the Fund on behalf of a Portfolio shall, suspend its efforts to effectuate sales of Shares at any time when, in the opinion of the Distributor or of the Fund, no sales should be made because of market or other economic considerations or abnormal circumstances of any kind; 1 (B) the Fund may withdraw the offering of the Shares of a Portfolio (i) at any time with the consent of the Distributor, or (ii) without such consent when so required by the provisions of any statute or of any order, rule or regulation of any governmental body having jurisdiction; and (C) the Distributor, as agent, does not undertake to sell any specific amount of Shares of a Portfolio. FOURTH: (A) The public offering price of the Shares of a Portfolio (the "offering price") shall be the net asset value per share plus a sales charge, if any. Net asset value per share shall be determined in accordance with the provisions of the Prospectus of the applicable Portfolio. The sales charge shall be established by the Distributor. The Distributor may establish a schedule of contingent deferred sales charges to be imposed at the time of redemption of certain Shares and such schedule of contingent deferred sales charges shall be disclosed in the Prospectus of each Portfolio. The sales charges and schedule of contingent deferred sales charges may reflect scheduled variations in, the elimination of, or waivers of sales charges on sales of or redemptions of Shares either generally to the public, or to any specified class of investors or in connection with any specified class of transactions, in accordance with applicable rules and regulations and exemptive relief granted by the Securities and Exchange Commission ("SEC") and as set forth in the Prospectus applicable to the Shares. The Distributor and the Fund shall apply any then applicable scheduled variation in, elimination of, or waiver of, the selling commission or contingent deferred sales charge uniformly to all classes of transactions or classes of investors. (B) The Portfolios shall allow directly to investment dealers and other financial institutions through whom Shares are sold, such portion of any applicable sales charges as may be payable to them and specified by the Distributor up to but not exceeding the amount of the total sales charge. The difference between any sales charges so payable and the total sales charges included in the offering price shall be paid to the Distributor. The Distributor may pay to investment dealers and other financial institutions through whom Shares are sold, such sales charge or other payment as the Distributor may specify from time to time. Payment of any such sales charge or other payment shall be the sole obligation of the Distributor. (C) No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by the Distributor to investment dealers, financial institutions and 401(k) plan service providers where such payments are made under a distribution plan adopted by the Fund on behalf of the Shares of a Portfolio pursuant to Rule 12b-1 under the 1940 Act. (D) The Fund shall redeem the Shares from shareholders in accordance with the terms set forth from time to time in the Prospectus of each Portfolio. The price to be paid to a shareholder to redeem the Shares shall be equal to the net asset value of the Shares being redeemed, less any applicable contingent deferred sales charge ("gross redemption proceeds"), calculated pursuant to the then applicable schedule of contingent deferred sales charges, and if applicable, after payment of any applicable contingent deferred sales charge, less any applicable redemption fee, which redemption fee shall be retained by the Portfolio ("net redemption proceeds"). The Distributor shall be entitled to receive the amount of any applicable contingent deferred sales charge that has been subtracted from gross redemption proceeds. The Fund shall pay or cause the Fund's transfer agent to pay the applicable contingent deferred sales charge to the Distributor on the date net redemption proceeds are payable to the redeeming shareholder. 2 FIFTH: The Distributor shall act as agent of the Fund on behalf of each Portfolio in connection with the sale and redemption of Shares. Except with respect to such sales and redemptions, the Distributor shall act as principal in all matters relating to the promotion or the sale of Shares and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor shall enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell the Shares to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer or financial institution shall act as a principal, and not as an agent, of the Fund on behalf of the Portfolios. The Distributor or such other investment dealers or financial institutions will be deemed to have performed all services required to be performed in order to be entitled to receive the asset based sales charge portion of any amounts payable with respect to Class A, Class A3, Class C, Class R and Investor Class Shares to the Distributor pursuant to a distribution plan adopted by the Fund on behalf of each Portfolio pursuant to Rule 12b-1 under the 1940 Act upon the settlement of each sale of a Class A, Class A3, Class C, Class R or Investor Class Share (or a share of another portfolio from which such Share derives). SIXTH: The Portfolio shall bear: (A) the expenses of qualification of Shares for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Fund that it does not wish such qualification continued; and (B) all legal expenses in connection with the foregoing. SEVENTH: The Distributor shall bear the expenses of printing from the final proof and distributing the Prospectuses for the Shares (including supplements thereto) relating to public offerings made by the Distributor pursuant to this Agreement (which shall not include those Prospectuses, and supplements thereto, to be distributed to shareholders of each Portfolio), and any other promotional or sales literature used by the Distributor or furnished by the Distributor to investment dealers and financial institutions in connection with such public offerings, and expenses of advertising in connection with such public offerings. EIGHTH: The Distributor will accept orders for the purchase of Shares only to the extent of purchase orders actually received and not in excess of such orders, and it will not avail itself of any opportunity of making a profit by expediting or withholding orders. The Fund may reject purchase orders where, in the judgment of the Fund, such rejection is in the best interest of the Fund. NINTH: The Fund, on behalf of the Portfolios, and the Distributor shall each comply with all applicable provisions of the 1940 Act, the Securities Act of 1933, as amended, and of all other federal and state laws, rules and regulations governing the issuance and sale of the Shares. TENTH: (A) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Fund on behalf of the Portfolios shall indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the Securities Act of 1933, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any registration statement or Prospectus of the Portfolios, or any omission to state a material fact therein, the 3 omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund in connection therewith by or on behalf of the Distributor. The Distributor shall indemnify the Fund and the Shares against any and all claims, demands, liabilities and expenses which the Fund or the Shares may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Fund in its Prospectus or in this Agreement. (B) The Distributor shall indemnify the Fund and the Portfolio against any and all claims, demands, liabilities and expenses which the Fund or the Portfolio may incur under the Securities Act of 1933, as amended, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any registration statement or Prospectus of the Portfolios, or any omission to state a material fact therein if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund in connection therewith by or on behalf of the Distributor. (C) Notwithstanding any other provision of this Agreement, the Distributor shall not be liable for any errors of the transfer agent(s) of the Portfolio, or for any failure of any such transfer agent to perform its duties. ELEVENTH: Nothing herein contained shall require the Fund to take any action contrary to any provision of its Agreement and Declaration of Trust, as amended, or to any applicable statute or regulation. TWELFTH: This Agreement shall become effective with respect to the Shares of each Portfolio upon its approval by the Board of Trustees or Board of Directors of the fund and by a vote of the majority of the trustees or directors of the Fund who are not interested parties to this Agreement or "interested persons" (as defined in Section 2(a)(19) of the 1940 Act) of any party to this Agreement cast in person at a meeting called for such purpose, shall continue in force and effect until June 30, 2007, and shall continue in force and effect from year to year thereafter, provided, that such continuance is specifically approved with respect to the Shares of each Portfolio at least annually (a)(i) by the Board of Trustees or Board of Directors of the Fund or (ii) by the vote of a majority of the outstanding Shares of such class of such Portfolio (as defined in Section 2(a)(42) of the 1940 Act), and (b) by vote of a majority of the trustees or directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in Section 2(a)(19) of the 1940 Act) of any party to this Agreement cast in person at a meeting called for such purpose. THIRTEENTH: (A) This Agreement may be terminated with respect to the Shares of any Portfolio at any time, without the payment of any penalty, by vote of the Board of Trustees or Board of Directors of the Fund or by vote of a majority of the outstanding Shares of such class of such Portfolio, or by the Distributor, on sixty (60) days' written notice to the other party; and (B) This Agreement shall automatically terminate in the event of its assignment, the term "assignment" having the meaning set forth in Section 2(a)(4) of the 1940 Act. FOURTEENTH: Any notice under this Agreement shall be in writing, addressed and delivered, or mailed postage prepaid, to the other party at such address as the other party may designate for the receipt of notices. Until further notice to the other party, the addresses of each Fund and the Distributor shall be 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1143. 4 FIFTEENTH: Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of the Fund or any Portfolio individually, but are binding only upon the assets and property of the Fund or such Portfolio and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as stockholders of private corporations for profit. SIXTEENTH: This Agreement shall be deemed to be a contract made in the State of Delaware and governed by, construed in accordance with and enforced pursuant to the internal laws of the State of Delaware without reference to its conflicts of laws rules. 5 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate on the day and year first above written. EACH FUND (LISTED ON SCHEDULE A) ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A By: /s/ Philip A. Taylor ------------------------------------ Name: Philip A. Taylor Title: President A I M DISTRIBUTORS, INC. By: /s/ Gene L. Needles ------------------------------------ Name: Gene L. Needles Title: President 6 SCHEDULE A TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) AIM COUNSELOR SERIES TRUST AIM Advantage Health Sciences Fund - Class A Class C AIM Floating Rate Fund - Class A Class C Class R Institutional Class AIM Multi-Sector Fund - Class A Class C Institutional Class AIM Structured Core Fund - Class A Class C Class R Institutional Class AIM Structured Growth Fund - Class A Class C Class R Institutional Class AIM Structured Value Fund - Class A Class C Class R Institutional Class AIM EQUITY FUNDS AIM Capital Development Fund - Class A Class C Class R Institutional Class Investor Class AIM Charter Fund - Class A Class C Class R Institutional Class
7 AIM Constellation Fund - Class A Class C Class R Institutional Class AIM Diversified Dividend Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Basic Value Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM Select Basic Value Fund - Class A Class C AIM FUNDS GROUP AIM Basic Balanced Fund - Class A Class C Class R Institutional Class Investor Class AIM European Small Company Fund - Class A Class C AIM Global Value Fund - Class A Class C Institutional Class AIM International Small Company Fund - Class A Class C Institutional Class AIM Mid Cap Basic Value Fund - Class A Class C Class R Institutional Class
8 AIM Select Equity Fund - Class A Class C AIM Small Cap Equity Fund - Class A Class C Class R Institutional Class AIM GROWTH SERIES AIM Basic Value Fund - Class A Class C Class R Institutional Class AIM Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Global Equity Fund - Class A Class C Class R Institutional Class AIM Growth Allocation Fund - Class A Class C Class R Institutional Class AIM Income Allocation Fund - Class A Class C Class R Institutional Class AIM International Allocation Fund - Class A Class C Class R Institutional Class AIM Mid Cap Core Equity Fund - Class A Class C Class R Institutional Class AIM Moderate Allocation Fund - Class A Class C Class R Institutional Class AIM Moderate Growth Allocation Fund - Class A Class C
9 Class R Institutional Class AIM Moderately Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Small Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund - Class A Class C AIM European Growth Fund - Class A Class C Class R Investor Class AIM Global Aggressive Growth Fund - Class A Class C AIM Global Growth Fund - Class A Class C AIM International Core Equity Fund - Class A Class C Class R Institutional Class Investor Class AIM International Growth Fund - Class A Class C Class R Institutional Class AIM INVESTMENT FUNDS AIM China Fund - Class A Class C Institutional Class AIM Developing Markets Fund - Class A Class C Institutional Class
10 AIM Enhanced Short Bond Fund - Class A Class C Class R Institutional Class AIM Global Health Care Fund - Class A Class C Investor Class AIM International Bond Fund - Class A Class C Institutional Class AIM Japan Fund - Class A Class C Institutional Class AIM Trimark Endeavor Fund - Class A Class C Class R Institutional Class AIM Trimark Fund - Class A Class C Class R Institutional Class AIM Trimark Small Companies Fund - Class A Class C Class R Institutional Class AIM INVESTMENT SECURITIES FUNDS AIM Global Real Estate Fund - Class A Class C Class R Institutional Class AIM High Yield Fund - Class A Class C Institutional Class Investor Class AIM Income Fund - Class A Class C Class R Institutional Class Investor Class
11 AIM Intermediate Government Fund - Class A Class C Class R Institutional Class Investor Class AIM Limited Maturity Treasury Fund - Class A Class A3 Institutional Class AIM Money Market Fund - AIM Cash Reserve Shares Class C Class R Institutional Class Investor Class AIM Municipal Bond Fund - Class A Class C Investor Class AIM Real Estate Fund - Class A Class C Class R Institutional Class Investor Class AIM Short Term Bond Fund - Class A Class C Class R Institutional Class AIM Total Return Bond Fund - Class A Class C Class R Institutional Class AIM SECTOR FUNDS AIM Energy Fund - Class A Class C Institutional Class Investor Class AIM Financial Services Fund - Class A Class C Investor Class AIM Gold & Precious Metals Fund - Class A Class C Investor Class
12 AIM Leisure Fund - Class A Class C Class R Investor Class AIM Technology Fund - Class A Class C Institutional Class Investor Class AIM Utilities Fund - Class A Class C Institutional Class Investor Class AIM SPECIAL OPPORTUNITIES FUNDS AIM Opportunities I Fund - Class A Class C AIM Opportunities II Fund - Class A Class C AIM Opportunities III Fund - Class A Class C AIM STOCK FUNDS AIM Dynamics Fund - Class A Class C Class R Institutional Class Investor Class AIM S&P 500 Index Fund - Institutional Class Investor Class AIM SUMMIT FUND Class A Class C AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund - Class A Class C Institutional Class
13 AIM Tax-Exempt Cash Fund - Class A Investor Class AIM Tax-Free Intermediate Fund - Class A Class A3 Institutional Class AIM TREASURER'S SERIES TRUST Premier Portfolio Investor Class Premier Tax-Exempt Portfolio Investor Class Premier U.S. Government Money Portfolio Investor Class
14 EX-99.E1.AE 16 h43124bexv99we1wae.txt AMENDMENT NO.1 TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT AMENDMENT NO. 1 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) The First Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended and restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended to reflect the addition of Class P shares of AIM Summit Fund. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) AIM COUNSELOR SERIES TRUST AIM Advantage Health Sciences Fund - Class A Class C AIM Floating Rate Fund - Class A Class C Class R Institutional Class AIM Multi-Sector Fund - Class A Class C Institutional Class AIM Structured Core Fund - Class A Class C Class R Institutional Class AIM Structured Growth Fund - Class A Class C Class R Institutional Class
1 AIM Structured Value Fund - Class A Class C Class R Institutional Class AIM EQUITY FUNDS AIM Capital Development Fund - Class A Class C Class R Institutional Class Investor Class AIM Charter Fund - Class A Class C Class R Institutional Class AIM Constellation Fund - Class A Class C Class R Institutional Class AIM Diversified Dividend Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Basic Value Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM Select Basic Value Fund - Class A Class C AIM FUNDS GROUP AIM Basic Balanced Fund - Class A Class C Class R Institutional Class Investor Class
2 AIM European Small Company Fund - Class A Class C AIM Global Value Fund - Class A Class C Institutional Class AIM International Small Company Fund - Class A Class C Institutional Class AIM Mid Cap Basic Value Fund - Class A Class C Class R Institutional Class AIM Select Equity Fund - Class A Class C AIM Small Cap Equity Fund - Class A Class C Class R Institutional Class AIM GROWTH SERIES AIM Basic Value Fund - Class A Class C Class R Institutional Class AIM Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Global Equity Fund - Class A Class C Class R Institutional Class AIM Growth Allocation Fund - Class A Class C Class R Institutional Class AIM Income Allocation Fund - Class A Class C Class R Institutional Class
3 AIM International Allocation Fund - Class A Class C Class R Institutional Class AIM Mid Cap Core Equity Fund - Class A Class C Class R Institutional Class AIM Moderate Allocation Fund - Class A Class C Class R Institutional Class AIM Moderate Growth Allocation Fund - Class A Class C Class R Institutional Class AIM Moderately Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Small Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund - Class A Class C AIM European Growth Fund - Class A Class C Class R Investor Class AIM Global Aggressive Growth Fund - Class A Class C AIM Global Growth Fund - Class A Class C AIM International Core Equity Fund - Class A
4 Class C Class R Institutional Class Investor Class AIM International Growth Fund - Class A Class C Class R Institutional Class AIM INVESTMENT FUNDS AIM China Fund - Class A Class C Institutional Class AIM Developing Markets Fund - Class A Class C Institutional Class AIM Enhanced Short Bond Fund - Class A Class C Class R Institutional Class AIM Global Health Care Fund - Class A Class C Investor Class AIM International Bond Fund - Class A Class C Institutional Class AIM Japan Fund - Class A Class C Institutional Class AIM Trimark Endeavor Fund - Class A Class C Class R Institutional Class AIM Trimark Fund - Class A Class C Class R Institutional Class AIM Trimark Small Companies Fund - Class A Class C Class R Institutional Class
5 AIM INVESTMENT SECURITIES FUNDS AIM Global Real Estate Fund - Class A Class C Class R Institutional Class AIM High Yield Fund - Class A Class C Institutional Class Investor Class AIM Income Fund - Class A Class C Class R Institutional Class Investor Class AIM Intermediate Government Fund - Class A Class C Class R Institutional Class Investor Class AIM Limited Maturity Treasury Fund - Class A Class A3 Institutional Class AIM Money Market Fund - AIM Cash Reserve Shares Class C Class R Institutional Class Investor Class AIM Municipal Bond Fund - Class A Class C Investor Class AIM Real Estate Fund - Class A Class C Class R Institutional Class Investor Class AIM Short Term Bond Fund - Class A Class C Class R Institutional Class
6 AIM Total Return Bond Fund - Class A Class C Class R Institutional Class AIM SECTOR FUNDS AIM Energy Fund - Class A Class C Institutional Class Investor Class AIM Financial Services Fund - Class A Class C Investor Class AIM Gold & Precious Metals Fund - Class A Class C Investor Class AIM Leisure Fund - Class A Class C Class R Investor Class AIM Technology Fund - Class A Class C Institutional Class Investor Class AIM Utilities Fund - Class A Class C Institutional Class Investor Class AIM SPECIAL OPPORTUNITIES FUNDS AIM Opportunities I Fund - Class A Class C AIM Opportunities II Fund - Class A Class C AIM Opportunities III Fund - Class A Class C AIM STOCK FUNDS AIM Dynamics Fund - Class A Class C Class R Institutional Class Investor Class
7 AIM S&P 500 Index Fund - Institutional Class Investor Class AIM SUMMIT FUND Class A Class C Class P AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund - Class A Class C Institutional Class AIM Tax-Exempt Cash Fund - Class A Investor Class AIM Tax-Free Intermediate Fund - Class A Class A3 Institutional Class AIM TREASURER'S SERIES TRUST Premier Portfolio Investor Class Premier Tax-Exempt Portfolio Investor Class Premier U.S. Government Money Portfolio Investor Class"
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Dated: December 8, 2006 EACH FUND (LISTED ON SCHEDULE A) ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A By: /s/ Philip A. Taylor ------------------------------------ Philip A. Taylor President A I M DISTRIBUTORS, INC. By: /s/ Gene L. Needles ------------------------------------ Gene L. Needles President 8 EX-99.E1.AF 17 h43124bexv99we1waf.txt AMENDMENT NO.2 TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT AMENDMENT NO. 2 TO THE FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) The First Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended to reflect the addition of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES) AIM COUNSELOR SERIES TRUST AIM Advantage Health Sciences Fund - Class A Class C AIM Floating Rate Fund - Class A Class C Class R Institutional Class AIM Multi-Sector Fund - Class A Class C Institutional Class AIM Structured Core Fund - Class A Class C Class R Institutional Class AIM Structured Growth Fund - Class A Class C Class R Institutional Class
AIM Structured Value Fund - Class A Class C Class R Institutional Class AIM EQUITY FUNDS AIM Capital Development Fund - Class A Class C Class R Institutional Class Investor Class AIM Charter Fund - Class A Class C Class R Institutional Class AIM Constellation Fund - Class A Class C Class R Institutional Class AIM Diversified Dividend Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Basic Value Fund - Class A Class C Class R Institutional Class Investor Class AIM Large Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM Select Basic Value Fund - Class A Class C AIM FUNDS GROUP AIM Basic Balanced Fund - Class A Class C Class R Institutional Class Investor Class
2 AIM European Small Company Fund - Class A Class C AIM Global Value Fund - Class A Class C Institutional Class AIM International Small Company Fund - Class A Class C Institutional Class AIM Mid Cap Basic Value Fund - Class A Class C Class R Institutional Class AIM Select Equity Fund - Class A Class C AIM Small Cap Equity Fund - Class A Class C Class R Institutional Class AIM GROWTH SERIES AIM Basic Value Fund - Class A Class C Class R Institutional Class AIM Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Global Equity Fund - Class A Class C Class R Institutional Class AIM Growth Allocation Fund - Class A Class C Class R Institutional Class AIM Income Allocation Fund - Class A Class C Class R Institutional Class
3 AIM Independence Now Fund- Class A Class C Class R Institutional Class AIM Independence 2010 Fund- Class A Class C Class R Institutional Class AIM Independence 2020 Fund- Class A Class C Class R Institutional Class AIM Independence 2030 Fund- Class A Class C Class R Institutional Class AIM Independence 2040 Fund- Class A Class C Class R Institutional Class AIM Independence 2050 Fund- Class A Class C Class R Institutional Class AIM International Allocation Fund - Class A Class C Class R Institutional Class AIM Mid Cap Core Equity Fund - Class A Class C Class R Institutional Class AIM Moderate Allocation Fund - Class A Class C Class R Institutional Class AIM Moderate Growth Allocation Fund - Class A Class C Class R Institutional Class
4 AIM Moderately Conservative Allocation Fund - Class A Class C Class R Institutional Class AIM Small Cap Growth Fund - Class A Class C Class R Institutional Class Investor Class AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund - Class A Class C AIM European Growth Fund - Class A Class C Class R Investor Class AIM Global Aggressive Growth Fund - Class A Class C AIM Global Growth Fund - Class A Class C AIM International Core Equity Fund - Class A Class C Class R Institutional Class Investor Class AIM International Growth Fund - Class A Class C Class R Institutional Class AIM INVESTMENT FUNDS AIM China Fund - Class A Class C Institutional Class AIM Developing Markets Fund - Class A Class C Institutional Class AIM Enhanced Short Bond Fund - Class A Class C Class R Institutional Class
5 AIM Global Health Care Fund - Class A Class C Investor Class AIM International Bond Fund - Class A Class C Institutional Class AIM Japan Fund - Class A Class C Institutional Class AIM Trimark Endeavor Fund - Class A Class C Class R Institutional Class AIM Trimark Fund - Class A Class C Class R Institutional Class AIM Trimark Small Companies Fund - Class A Class C Class R Institutional Class AIM INVESTMENT SECURITIES FUNDS AIM Global Real Estate Fund - Class A Class C Class R Institutional Class AIM High Yield Fund - Class A Class C Institutional Class Investor Class AIM Income Fund - Class A Class C Class R Institutional Class Investor Class AIM Intermediate Government Fund - Class A Class C Class R Institutional Class Investor Class
6 AIM Limited Maturity Treasury Fund - Class A Class A3 Institutional Class AIM Money Market Fund - AIM Cash Reserve Shares Class C Class R Institutional Class Investor Class AIM Municipal Bond Fund - Class A Class C Investor Class AIM Real Estate Fund - Class A Class C Class R Institutional Class Investor Class AIM Short Term Bond Fund - Class A Class C Class R Institutional Class AIM Total Return Bond Fund - Class A Class C Class R Institutional Class AIM SECTOR FUNDS AIM Energy Fund - Class A Class C Institutional Class Investor Class AIM Financial Services Fund - Class A Class C Investor Class AIM Gold & Precious Metals Fund - Class A Class C Investor Class AIM Leisure Fund - Class A Class C Class R Investor Class
7 AIM Technology Fund - Class A Class C Institutional Class Investor Class AIM Utilities Fund - Class A Class C Institutional Class Investor Class AIM SPECIAL OPPORTUNITIES FUNDS AIM Opportunities I Fund - Class A Class C AIM Opportunities II Fund - Class A Class C AIM Opportunities III Fund - Class A Class C AIM STOCK FUNDS AIM Dynamics Fund - Class A Class C Class R Institutional Class Investor Class AIM S&P 500 Index Fund - Institutional Class Investor Class AIM SUMMIT FUND Class A Class C Class P AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund - Class A Class C Institutional Class AIM Tax-Exempt Cash Fund - Class A Investor Class AIM Tax-Free Intermediate Fund - Class A Class A3 Institutional Class AIM TREASURER'S SERIES TRUST Premier Portfolio Investor Class Premier Tax-Exempt Portfolio Investor Class Premier U.S. Government Money Portfolio Investor Class"
8 All other terms and provisions of the Agreement not amended herein shall remain in full force and effect. Dated: January 31, 2007 AIM COUNSELOR SERIES TRUST AIM EQUITY FUNDS AIM FUNDS GROUP AIM GROWTH SERIES AIM INTERNATIONAL MUTUAL FUNDS AIM INVESTMENT FUNDS AIM INVESTMENT SECURITIES FUNDS AIM SECTOR FUNDS AIM SPECIAL OPPORTUNITIES FUNDS AIM STOCK FUNDS AIM TAX-EXEMPT FUNDS on behalf of the Shares of each Portfolio listed on Schedule A By: /s/ PHILIP A. TAYLOR --------------------------------- Philip A. Taylor President AIM TREASURER'S SERIES TRUST on behalf of the Shares of each Portfolio listed on Schedule A By: /s/ KAREN DUNN KELLEY --------------------------------- Karen Dunn Kelley President A I M DISTRIBUTORS, INC. By: /s/ GENE L. NEEDLES --------------------------------- Gene L. Needles President 9 EX-99.E2.R 18 h43124bexv99we2wr.txt AMENDMENT NO.17 TO AMENDED MASTER DISTRIBUTION AGREEMENT AMENDMENT NO. 17 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) The Amended and Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows: WHEREAS, the parties desire to amend the Agreement to reflect the removal of AIM Aggressive Growth Fund, AIM Blue Chip Fund and AIM Weingarten Fund; NOW, THEREFORE, Schedule A-1 and Schedule A-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule A-1 and Schedule A-2 attached to this amendment. All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect. Dated: March 27, 2006 EACH FUND LISTED ON SCHEDULE A-1 ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A-1 By: /s/ Robert H. Graham ------------------------------------ Name: Robert H. Graham Title: President EACH FUND LISTED ON SCHEDULE A-2 ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A-2 By: /s/ Robert H. Graham ------------------------------------ Name: Robert H. Graham Title: President A I M DISTRIBUTORS, INC. By: /s/ Gene Needles ------------------------------------ Name: Gene Needles Title: President "SCHEDULE A-1 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) AIM EQUITY FUNDS PORTFOLIOS AIM Capital Development Fund AIM Charter Fund AIM Constellation Fund AIM Diversified Dividend Fund AIM Large Cap Basic Value Fund AIM Large Cap Growth Fund AIM Mid Cap Growth Fund AIM Select Basic Value Fund AIM FUNDS GROUP PORTFOLIOS AIM Basic Balanced Fund AIM European Small Company Fund AIM Global Value Fund AIM International Small Company Fund AIM Mid Cap Basic Value Fund AIM Premier Equity Fund AIM Select Equity Fund AIM Small Cap Equity Fund AIM GROWTH SERIES PORTFOLIOS AIM Basic Value Fund AIM Conservative Allocation Fund AIM Global Equity Fund AIM Growth Allocation Fund AIM Income Allocation Fund AIM International Allocation Fund AIM Mid Cap Core Equity Fund AIM Moderate Allocation Fund AIM Moderate Growth Allocation Fund AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund AIM INTERNATIONAL MUTUAL FUNDS PORTFOLIOS AIM Asia Pacific Growth Fund AIM European Growth Fund 2 AIM Global Aggressive Growth Fund AIM Global Growth Fund AIM International Core Equity Fund AIM International Growth Fund AIM INVESTMENT FUNDS PORTFOLIOS AIM Developing Markets Fund AIM Global Health Care Fund AIM Trimark Fund AIM Trimark Endeavor Fund AIM Trimark Small Companies Fund AIM INVESTMENT SECURITIES FUNDS PORTFOLIOS AIM Global Real Estate Fund AIM High Yield Fund AIM Income Fund AIM Intermediate Government Fund AIM Money Market Fund AIM Municipal Bond Fund AIM Real Estate Fund AIM Total Return Bond Fund AIM SPECIAL OPPORTUNITIES FUNDS PORTFOLIOS AIM Opportunities I Fund AIM Opportunities II Fund AIM Opportunities III Fund AIM SUMMIT FUND AIM TAX-EXEMPT FUNDS PORTFOLIO AIM High Income Municipal Fund" 3 "SCHEDULE A-2 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) AIM COUNSELOR SERIES TRUST PORTFOLIOS AIM Advantage Health Sciences Fund AIM Multi-Sector Fund AIM SECTOR FUNDS PORTFOLIOS AIM Energy Fund AIM Financial Services Fund AIM Gold & Precious Metals Fund AIM Leisure Fund AIM Technology Fund AIM Utilities Fund AIM STOCK FUNDS AIM Dynamics Fund AIM Small Company Growth Fund" 4 EX-99.E2.S 19 h43124bexv99we2ws.txt AMENDMENT NO.18 TO AMENDED MASTER DISTRIBUTION AGREEMENT AMENDMENT NO. 18 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) The Amended and Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows: WHEREAS, the parties desire to amend the Agreement to reflect the addition of AIM China Fund, AIM International Bond Fund, AIM Japan Fund, AIM Structured Core Fund, AIM Structured Growth Fund and AIM Structured Value Fund; NOW, THEREFORE, Schedule A-1 and Schedule A-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule A-1 and Schedule A-2 attached to this amendment. All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect. Dated: March 31, 2006 EACH FUND LISTED ON SCHEDULE A-1 ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A-1 By: /s/ Robert H. Graham ------------------------------------ Name: Robert H. Graham Title: President EACH FUND LISTED ON SCHEDULE A-2 ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A-2 By: /s/ Robert H. Graham ------------------------------------ Name: Robert H. Graham Title: President A I M DISTRIBUTORS, INC. By: /s/ Gene Needles ------------------------------------ Name: Gene Needles Title: President "SCHEDULE A-1 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) AIM EQUITY FUNDS PORTFOLIOS AIM Capital Development Fund AIM Charter Fund AIM Constellation Fund AIM Diversified Dividend Fund AIM Large Cap Basic Value Fund AIM Large Cap Growth Fund AIM Mid Cap Growth Fund AIM Select Basic Value Fund AIM FUNDS GROUP PORTFOLIOS AIM Basic Balanced Fund AIM European Small Company Fund AIM Global Value Fund AIM International Small Company Fund AIM Mid Cap Basic Value Fund AIM Premier Equity Fund AIM Select Equity Fund AIM Small Cap Equity Fund AIM GROWTH SERIES PORTFOLIOS AIM Basic Value Fund AIM Conservative Allocation Fund AIM Global Equity Fund AIM Growth Allocation Fund AIM Income Allocation Fund AIM International Allocation Fund AIM Mid Cap Core Equity Fund AIM Moderate Allocation Fund AIM Moderate Growth Allocation Fund AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund AIM INTERNATIONAL MUTUAL FUNDS PORTFOLIOS AIM Asia Pacific Growth Fund AIM European Growth Fund 2 AIM Global Aggressive Growth Fund AIM Global Growth Fund AIM International Core Equity Fund AIM International Growth Fund AIM INVESTMENT FUNDS PORTFOLIOS AIM China Fund AIM Developing Markets Fund AIM Global Health Care Fund AIM International Bond Fund AIM Japan Fund AIM Trimark Fund AIM Trimark Endeavor Fund AIM Trimark Small Companies Fund AIM INVESTMENT SECURITIES FUNDS PORTFOLIOS AIM Global Real Estate Fund AIM High Yield Fund AIM Income Fund AIM Intermediate Government Fund AIM Money Market Fund AIM Municipal Bond Fund AIM Real Estate Fund AIM Total Return Bond Fund AIM SPECIAL OPPORTUNITIES FUNDS PORTFOLIOS AIM Opportunities I Fund AIM Opportunities II Fund AIM Opportunities III Fund AIM SUMMIT FUND AIM TAX-EXEMPT FUNDS PORTFOLIO AIM High Income Municipal Fund" 3 "SCHEDULE A-2 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) AIM COUNSELOR SERIES TRUST PORTFOLIOS AIM Advantage Health Sciences Fund AIM Multi-Sector Fund AIM Structured Core Fund AIM Structured Growth Fund AIM Structured Value Fund AIM SECTOR FUNDS PORTFOLIOS AIM Energy Fund AIM Financial Services Fund AIM Gold & Precious Metals Fund AIM Leisure Fund AIM Technology Fund AIM Utilities Fund AIM STOCK FUNDS AIM Dynamics Fund AIM Small Company Growth Fund" 4 EX-99.E2.T 20 h43124bexv99we2wt.txt AMENDMENT NO.19 TO AMENDED MASTER DISTRIBUTION AGREEMENT AMENDMENT NO. 19 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) The Amended and Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows: WHEREAS, the parties desire to amend the Agreement to reflect the removal of AIM Mid Cap Growth Fund, AIM Premier Equity Fund and AIM Small Company Growth Fund; NOW, THEREFORE, Schedule A-1 and Schedule A-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule A-1 and Schedule A-2 attached to this amendment. All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect. Dated: April 10, 2006 EACH FUND LISTED ON SCHEDULE A-1 ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A-1 By: /s/ Robert H. Graham ------------------------------------ Name: Robert H. Graham Title: President EACH FUND LISTED ON SCHEDULE A-2 ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A-2 By: /s/ Robert H. Graham ------------------------------------ Name: Robert H. Graham Title: President A I M DISTRIBUTORS, INC. By: /s/ Gene Needles ------------------------------------ Name: Gene Needles Title: President "SCHEDULE A-1 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) AIM EQUITY FUNDS PORTFOLIOS AIM Capital Development Fund AIM Charter Fund AIM Constellation Fund AIM Diversified Dividend Fund AIM Large Cap Basic Value Fund AIM Large Cap Growth Fund AIM Select Basic Value Fund AIM FUNDS GROUP PORTFOLIOS AIM Basic Balanced Fund AIM European Small Company Fund AIM Global Value Fund AIM International Small Company Fund AIM Mid Cap Basic Value Fund AIM Select Equity Fund AIM Small Cap Equity Fund AIM GROWTH SERIES PORTFOLIOS AIM Basic Value Fund AIM Conservative Allocation Fund AIM Global Equity Fund AIM Growth Allocation Fund AIM Income Allocation Fund AIM International Allocation Fund AIM Mid Cap Core Equity Fund AIM Moderate Allocation Fund AIM Moderate Growth Allocation Fund AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund AIM INTERNATIONAL MUTUAL FUNDS PORTFOLIOS AIM Asia Pacific Growth Fund AIM European Growth Fund AIM Global Aggressive Growth Fund 2 AIM Global Growth Fund AIM International Core Equity Fund AIM International Growth Fund AIM INVESTMENT FUNDS PORTFOLIOS AIM China Fund AIM Developing Markets Fund AIM Global Health Care Fund AIM International Bond Fund AIM Japan Fund AIM Trimark Fund AIM Trimark Endeavor Fund AIM Trimark Small Companies Fund AIM INVESTMENT SECURITIES FUNDS PORTFOLIOS AIM Global Real Estate Fund AIM High Yield Fund AIM Income Fund AIM Intermediate Government Fund AIM Money Market Fund AIM Municipal Bond Fund AIM Real Estate Fund AIM Total Return Bond Fund AIM SPECIAL OPPORTUNITIES FUNDS PORTFOLIOS AIM Opportunities I Fund AIM Opportunities II Fund AIM Opportunities III Fund AIM SUMMIT FUND AIM TAX-EXEMPT FUNDS PORTFOLIO AIM High Income Municipal Fund" 3 "SCHEDULE A-2 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) AIM COUNSELOR SERIES TRUST PORTFOLIOS AIM Advantage Health Sciences Fund AIM Multi-Sector Fund AIM Structured Core Fund AIM Structured Growth Fund AIM Structured Value Fund AIM SECTOR FUNDS PORTFOLIOS AIM Energy Fund AIM Financial Services Fund AIM Gold & Precious Metals Fund AIM Leisure Fund AIM Technology Fund AIM Utilities Fund AIM STOCK FUNDS AIM Dynamics Fund" 4 EX-99.E2.U 21 h43124bexv99we2wu.txt FIRST RESTATED MASTER DISTRIBUTION AGREEMENT FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) THIS AGREEMENT made as of this 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company described on Schedule A-1 and Schedule A-2 to this agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or of beneficial interest, as the case may be, set forth on Schedule A-1 and A-2 to this agreement (each, a "Portfolio"), with respect to the Class B shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"). WITNESSETH: In consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows: FIRST: The Fund on behalf of each Portfolio which is a series thereof hereby appoints the Distributor as its exclusive agent for the sale of the Shares to the public directly and through investment dealers and financial institutions in the United States and throughout the world in accordance with the then current prospectus or statement of additional information (collectively, a "Prospectus") of the applicable Portfolio. If after termination of the Distributor's services to the Fund on behalf of a Portfolio pursuant to this Agreement, such Fund retains the services of another distributor, the distribution agreement with such other distributor shall contain provisions comparable to Clauses FOURTH and SEVENTH hereof and Exhibit A hereto, and without limiting the generality of the foregoing, will require such other distributor to maintain and make available to the Distributor records regarding sales, redemptions and reinvestments of Shares necessary to implement the terms of Clauses FOURTH, SEVENTH and EIGHTH hereof. SECOND: The Fund shall not sell any Shares except through the Distributor and under the terms and conditions set forth in paragraph FOURTH below. Notwithstanding the provisions of the foregoing sentence: (A) the Fund may issue Shares of a Portfolio to any other investment company or personal holding company, or to the shareholders thereof, in exchange for all or a majority of the shares or assets of any such company; (B) the Fund may issue Shares at their net asset value in connection with certain classes of transactions or to certain classes of investors, in accordance with Rule 22d-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), provided that any such class of transaction or category of person is specified in the Prospectus; and (C) the Fund shall have the right to specify minimum amounts for initial and subsequent orders for the purchase of Shares of a Portfolio. THIRD: The Distributor hereby accepts appointment as exclusive agent for the sale of the Shares and agrees that it will use its best efforts to sell such Shares; provided, however, that: (A) the Distributor may, and when requested by the Fund on behalf of a Portfolio shall, suspend its efforts to effectuate sales of Shares at any time when, in the opinion of the Distributor or of the Fund, no sales should be made because of market or other economic considerations or abnormal circumstances of any kind; (B) the Fund may withdraw the offering of the Shares of a Portfolio (i) at any time with the consent of the Distributor, or (ii) without such consent when so required by the provisions of any statute or of any order, rule or regulation of any governmental body having jurisdiction; and (C) the Distributor, as agent, does not undertake to sell any specific amount of Shares of a Portfolio. FOURTH: (A) The public offering price of the Shares of a Portfolio shall be the net asset value per share of the applicable Shares. Net asset value per share shall be determined in accordance with the provisions of the Prospectus of the applicable Portfolio. The Distributor may establish a schedule of contingent deferred sales charges to be imposed at the time of redemption of the Shares, and such schedule shall be disclosed in the Prospectus of each Portfolio. Such schedule of contingent deferred sales charges may reflect variations in or waivers of such charges on redemptions of Shares, either generally to the public or to any specified class of investors and/or in connection with any specified class of transactions, in accordance with applicable rules and regulations and exemptive relief granted by the Securities and Exchange Commission, and as set forth in the Prospectus of the applicable Portfolio. The Distributor and the Fund shall apply any then applicable scheduled variation in or waiver of contingent deferred sales charges uniformly to all shareholders and/or all transactions belonging to a specified class. (B) The Distributor may pay to investment dealers and other financial institutions through whom Shares are sold, such sales commission as the Distributor may specify from time to time. Payment of any such sales commissions shall be the sole obligation of the Distributor. (C) No provision of this Agreement shall be deemed to prohibit any payments by the Fund to the Distributor or by the Distributor to investment dealers, financial institutions and 401(k) plan service providers where such payments are made under a distribution plan adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act. (D) The Fund shall redeem the Shares from shareholders in accordance with the terms set forth from time to time in the Prospectus of each applicable Portfolio. The price to be paid to a shareholder to redeem the Shares shall be equal to the net asset value of the Shares being redeemed ("gross redemption proceeds"), less first, any applicable contingent deferred sales charge, calculated pursuant to the then applicable schedule of contingent deferred sales charges, and second, any applicable redemption fee as provided in the Prospectus, which redemption fee shall be retained by the Portfolio ("net redemption proceeds"). The Distributor shall be entitled to receive the amount of the contingent deferred sales charge that has been subtracted from gross redemption proceeds (the "CDSC"), provided that the Shares being redeemed were (i) issued by a Portfolio during the term of this Agreement and any predecessor Agreement between the Fund or its predecessor and the Distributor or (ii) issued by a Portfolio during or after the term of this Agreement or any predecessor Agreement between the Fund or its predecessor and the Distributor in one or a 2 series of free exchanges of Shares for Shares of another Portfolio, which can be traced to Shares initially issued by a Portfolio during the term of this Agreement, any predecessor Agreement or any other distribution agreement with the Distributor (the "Distributor's Earned CDSC"). The Fund shall pay or cause the Fund's transfer agent to pay the Distributor's Earned CDSC to the Distributor on the date net redemption proceeds are payable to the redeeming shareholder. (E) The Distributor shall maintain adequate books and records to identify Shares (i) issued by a Portfolio during the term of this Agreement and any predecessor Agreement between the Fund or its predecessor and the Distributor or (ii) issued by a Portfolio during or after the term of this Agreement or any predecessor Agreement between the Fund or its predecessor and the Distributor in one or a series of free exchanges of Shares for Shares of another Portfolio, which can be traced to Shares initially issued by a Portfolio during the term of this Agreement, any predecessor Agreement or any other distribution agreement with the Distributor and shall calculate the Distributor's Earned CDSC, if any, with respect to such Shares, upon their redemption. The Fund shall be entitled to rely on the Distributor's books, records and calculations with respect to the Distributor's Earned CDSC. FIFTH: The Distributor shall act as an agent of the Fund in connection with the sale and redemption of Shares. Except with respect to such sales and redemptions, the Distributor shall act as principal in all matters relating to the promotion of the sale of Shares and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor shall enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell the Shares to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer or financial institution shall act as a principal, and not as an agent, of the Fund. SIXTH: The Portfolio shall bear: (A) the expenses of qualification of Shares for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Fund that it does not wish such qualification continued; and (B) all legal expenses in connection with the foregoing. SEVENTH: (A) The Distributor shall bear the expenses of printing from the final proof and distributing the Prospectus for the Shares (including supplements thereto) relating to public offerings made by the Fund pursuant to such Prospectus (which shall not include the Prospectus, and supplements thereto, to be distributed to existing shareholders of the Shares), and any other promotional or sales literature used by the Distributor or furnished by the Distributor to dealers in connection with such public offerings, and expenses of advertising in connection with such public offerings. (B) Subject to the limitations, if any, of applicable law including the applicable rules of NASD Inc. regarding asset-based sales charges, the Fund on behalf of a Portfolio shall pay to the Distributor as a reimbursement for all or a portion of such expenses, or as reasonable compensation for distribution of the Shares, an asset-based sales charge in an amount equal to 0.75% per annum of the average daily net asset value of the Shares of such Portfolio from time to time (the "Distribution Fees"), such Distribution Fees to be payable pursuant to a distribution plan applicable to the Shares of the Fund adopted pursuant to Rule 12b-1 under the 1940 Act (the "Plan"). For 3 purposes of this Agreement, the term "Distributor's 12b-1 Share" shall mean a percentage that shall be recomputed periodically (but not less than monthly) in accordance with Exhibit A to this Agreement. The Distributor will be deemed to have performed all services required to be performed in order to be entitled to receive its Distributor's 12b-1 Share of the Distribution Fees with respect to Shares of each Portfolio upon the settlement of each sale of Shares (or shares of another portfolio from which the Share derives) taken into account in determining such Distributor's 12b-1 Share (including shares that derive from such Shares). The Distributor's 12b-1 Share of the Distribution Fees relating to each Portfolio shall accrue daily and be paid to the Distributor as soon as practicable after the end of each calendar month within which it accrues but in any event within 10 business days after the end of each such calendar month (unless the Distributor shall specify a later date in written instructions to the Fund) provided, however, that any notices and calculation required by Section EIGHTH: (B) and (C) have been received by the Fund. (C) The Distributor shall maintain adequate books and records to permit calculations periodically (but not less than monthly) of, and shall calculate on a monthly basis, the Distributor's 12b-1 Share of the Distribution Fees relating to each Portfolio to be paid to the Distributor. The Fund shall be entitled to rely on the Distributor's books, records and calculations relating to the Distributor's 12b-1 Share of the Distribution Fees relating to each Portfolio. EIGHTH: (A) The Distributor may, from time to time, assign, transfer or pledge ("Transfer") to one or more designees (each an "Assignee"), its rights to all or a designated portion of (i) the Distributor's 12b-1 Share of the Distribution Fees (but not the Distributor's duties and obligations pursuant hereto or pursuant to the Plan), and (ii) the Distributor's Earned CDSC, free and clear of any offsets or claims the Fund may have against the Distributor. Each such Assignee's ownership interest in a Transfer of a designated portion of a Distributor's 12b-1 Share of the Distribution Fees and a Distributor's Earned CDSC is hereinafter referred to as an "Assignee's 12b-1 Portion" and an "Assignee's CDSC Portion," respectively. A Transfer pursuant to this Section EIGHTH: (A) shall not reduce or extinguish any claim of the Fund against the Distributor. (B) The Distributor shall promptly notify the Fund in writing of a Transfer pursuant to Section EIGHTH: (A) by providing the Fund with the name and address of each such Assignee. (C) The Distributor may direct the Fund to pay directly to an Assignee such Assignee's 12b-1 Portion and Assignee's CDSC Portion. In such event, the Distributor shall provide the Fund with a monthly calculation of (i) the Distributor's Earned CDSC and Distributor's 12b-1 Share of the Distribution Fees and (ii) each Assignee's 12b-1 Portion and Assignee's CDSC Portion, if any, for such month (the "Monthly Calculation"). The Monthly Calculation shall be provided to the Fund by the Distributor promptly after the close of each month or such other time as agreed to by the Fund and the Distributor which allows timely payment of the Distributor's 12b-1 Share of the Distribution Fees and Distributor's Earned CDSC and/or the Assignee's 12b-1 Portion and Assignee's CDSC Portion. The Fund shall not be liable for any interest on such payments occasioned by delayed delivery of the Monthly Calculation by the Distributor. In such event following receipt from the Distributor of (i) notice of Transfer referred to in Section EIGHTH: (B) and (ii) each Monthly Calculation, the Fund on behalf of each Portfolio shall make all payments directly to the Assignee or Assignees in accordance with the information provided in such notice and Monthly Calculation, on the same terms and conditions as if such payments were to be paid directly to the Distributor. The Fund shall be entitled to rely on the Distributor's notices and Monthly Calculations in respect of amounts to be paid pursuant to this Section EIGHTH: (C). 4 (D) Alternatively, in connection with a Transfer the Distributor may direct the Fund to pay all of such Distributor's 12b-1 Share of the Distribution Fees and Distributor's Earned CDSC from time to time to a depository or collection agent designated by any Assignee, which depository or collection agent may be delegated the duty of dividing such Distributor's 12b-1 Share of the Distribution Fees and Distributor's Earned CDSC between the Assignee's 12b-1 Portion and Assignee's CDSC Portion and the balance of the Distributor's 12b-1 Share of the Distribution Fees (such balance, when distributed to the Distributor by the depository or collection agent, the "Distributor's 12b-1 Portion") and of the Distributor's Earned CDSC (such balance, when distributed to the Distributor by the depository or collection agent, the "Distributor's Earned CDSC Portion"), in which case only the Distributor's 12b-1 Portion and Distributor's Earned CDSC Portion may be subject to offsets or claims the Fund may have against the Distributor. (E) The Fund shall not amend the Plan to reduce the amount payable to the Distributor or any Assignee under Section SEVENTH: (B) hereof with respect to the Shares for any Shares which have been issued prior to the date of such amendment. NINTH: The Distributor will accept orders for the purchase of Shares only to the extent of purchase orders actually received and not in excess of such orders, and it will not avail itself of any opportunity of making a profit by expediting or withholding orders. TENTH: Pursuant to the Plan and this Agreement, the Distributor may receive and use a service fee in the amount of .25% of the average daily net assets of the Shares of a Portfolio to provide continuing personal shareholder services to customers who may, from time to time, directly or beneficially own Shares of such Portfolio, including but not limited to, distributing sales literature to customers, answering routine customer inquiries regarding the Portfolio, assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several special investment plans offered in connection with the purchase of Shares, assisting customers in the establishment and maintenance of customer accounts and records and in the placement of purchase and redemption transactions, assisting customers in investing dividends and capital gains distributions automatically in Shares and providing such other services as the Fund or the customer may reasonably request and the Distributor agrees to provide. The Distributor will not be obligated to provide services which are provided by a transfer agent for the Fund with respect to a Portfolio. The Distributor may provide the services described in this Section TENTH either directly or through third parties. Any agreement with a third party shall provide that the third party service provider shall act as principal, and not as an agent of the Fund. ELEVENTH: The Fund on behalf of the applicable Portfolio and the Distributor shall each comply with all applicable provisions of the 1940 Act, the Securities Act of 1933, as amended, and of all other federal and state laws, rules and regulations governing the issuance and sale of the Shares. 5 TWELFTH: (A) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Fund shall indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the Securities Act of 1933, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any registration statement or Prospectus of the Shares, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund in connection therewith by or on behalf of the Distributor. The Distributor shall indemnify the Fund and the Shares against any and all claims, demands, liabilities and expenses which the Fund or the Shares may incur arising out of or based upon (i) any act or deed of the Distributor or its sales representatives which has not been authorized by the Fund in its Prospectus or in this Agreement and (ii) the Fund's reliance on the Distributor's books, records, calculations and notices in Sections FOURTH: (E), SEVENTH: (C), EIGHTH: (B), EIGHTH: (C) and EIGHTH: (D). (B) The Distributor shall indemnify the Fund and the Shares against any and all claims, demands, liabilities and expenses which the Fund or the Shares may incur under the Securities Act of 1933, as amended, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any registration statement or Prospectus of the Shares, or any omission to state a material fact therein if such statement or omission was made in reliance upon, and in conformity with, information furnished to the Fund in connection therewith by or on behalf of the Distributor. (C) Notwithstanding any other provision of this Agreement, the Distributor shall not be liable for any errors of the transfer agent(s) of the Shares, or for any failure of any such transfer agent to perform its duties. THIRTEENTH: Nothing herein contained shall require the Fund to take any action contrary to any provision of its Agreement and Declaration of Trust, as amended, or its charter or bylaws or to any applicable statute or regulation. FOURTEENTH: This Agreement shall become effective with respect to the Shares of each Portfolio on August 18, 2003, upon its approval by the Board of Trustees or Board of Directors of the Fund and by vote of a majority of the trustees or directors of the Fund who are not interested parties to this Agreement or "interested persons" (as defined in Section 2(a)(19) of the 1940 Act) of any party to this Agreement cast in person at a meeting called for such purpose, shall continue in force and effect until June 30, 2007, and from year to year thereafter, provided, that such continuance is specifically approved with respect to the Shares of each Portfolio at least annually (a)(i) by the Board of Trustees or Board of Directors of the Fund or (ii) by the vote of a majority of the outstanding Shares of such Portfolio, and (b) by vote of a majority of the trustees or directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in Section 2(a)(19) of the 1940 Act) of any party to this Agreement cast in person at a meeting called for such purpose. 6 FIFTEENTH: (A) This Agreement may be terminated with respect to the Shares of any Portfolio, at any time, without the payment of any penalty, by vote of the Board of Trustees or Board of Directors of the Fund or by vote of a majority of the outstanding Shares of such Portfolio, or by the Distributor, on sixty (60) days' written notice to the other party; and (B) This Agreement shall automatically terminate in the event of its assignment, the term "assignment" having the meaning set forth in Section 2(a)(4) of the 1940 Act; provided, that, subject to the provisions of the following sentence, if this Agreement is terminated for any reason, the obligations of the Fund and the Distributor pursuant to Sections FOURTH: (D), FOURTH: (E), SEVENTH: (B), SEVENTH: (C), EIGHTH: (A) through (E) and TWELFTH: (A) of this Agreement will continue and survive any such termination. Notwithstanding the foregoing, upon Complete Termination of the Plan (as such term is defined in Section 11 of the applicable Plan in effect at the date of this Agreement) with respect to Shares of a Portfolio, the obligations of the Fund in respect of Shares of such Portfolio pursuant to the terms of Sections SEVENTH: (B), SEVENTH: (C), EIGHTH: (A), EIGHTH: (C), EIGHTH: (D) and EIGHTH: (E) (with respect to payments of the Distributor's 12b-1 Share of the Distribution Fees and Assignee's 12b-1 Portion in respect of such Portfolio) of this Agreement shall terminate. A termination of the applicable Plan with respect to any or all Shares of any or all Portfolios shall not affect the obligations of the Fund pursuant to Sections FOURTH: (D), EIGHTH: (A), EIGHTH: (C), EIGHTH: (D) and EIGHTH: (E) (with respect to payments of Distributor's Earned CDSC or Assignee's CDSC Portion) hereof or of the obligations of the Distributor pursuant to Section FOURTH: (E) or EIGHTH: (B) hereof. (C) The Transfer of the Distributor's rights to the Distributor's 12b-1 Share of the Distribution Fees or Distributor's Earned CDSC shall not cause a termination of this Agreement or be deemed to be an assignment for purposes of Section FIFTEENTH: (B) above. SIXTEENTH: Any notice under this Agreement shall be in writing, addressed and delivered, or mailed postage prepaid, to the other party at such address as the other party may designate for the receipt of notices. Until further notice to the other party, the addresses of each Fund and the Distributor is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. SEVENTEENTH: Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of the Fund or any Portfolio individually, but are binding only upon the assets and property of the Fund or such Portfolio and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as stockholders of private corporations for profit. EIGHTEENTH: This Agreement shall be deemed to be a contract made in the State of Delaware and governed by, construed in accordance with and enforced pursuant to the internal laws of the State of Delaware without reference to its conflicts of laws rules. NINETEENTH: This Agreement restates the prior master distribution agreement in effect immediately prior to September 20, 2006 for each Portfolio listed on Schedule A-1 and Schedule A-2 (the "Prior Distribution Agreement"), insofar as such Prior Distribution Agreement pertained to Shares of any Portfolio. For the avoidance of doubt, all service fees and all Distribution Fees and CDSCs (subject to the rights of any Assignee) payable under the Prior Distribution Agreement continue to be payable under this Agreement. Nothing herein is intended to affect the absolute assignment of rights in Distribution Fees and CDSCs under the Prior Distribution Agreement to any Assignee, and the Distributor will track such assigned Distribution Fees and CDSCs on the same 7 basis as it tracks the Distributor's 12b-1 Share of the Distribution Fees as set forth on Exhibit A to this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate on the day and year first above written. Each FUND (listed on Schedule A-1 on behalf of the Shares of each Portfolio listed on Schedule A-1 By: /s/ Philip A. Taylor ------------------------------------ Name: Philip A. Taylor Title: President Each FUND (listed on Schedule A-2 on behalf of the Shares of each Portfolio listed on Schedule A-2 By: /s/ Philip A. Taylor ------------------------------------ Name: Philip A. Taylor Title: President A I M DISTRIBUTORS, INC. By: /s/ Gene L. Needles ------------------------------------ Name: Gene L. Needles Title: President 8 SCHEDULE A-1 TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT AIM EQUITY FUNDS PORTFOLIOS AIM Capital Development Fund AIM Charter Fund AIM Constellation Fund AIM Diversified Dividend Fund AIM Large Cap Basic Value Fund AIM Large Cap Growth Fund AIM Select Basic Value Fund AIM FUNDS GROUP PORTFOLIOS AIM Basic Balanced Fund AIM European Small Company Fund AIM Global Value Fund AIM International Small Company Fund AIM Mid Cap Basic Value Fund AIM Select Equity Fund AIM Small Cap Equity Fund AIM GROWTH SERIES PORTFOLIOS AIM Basic Value Fund AIM Conservative Allocation Fund AIM Global Equity Fund AIM Growth Allocation Fund AIM Income Allocation Fund AIM International Allocation Fund AIM Mid Cap Core Equity Fund AIM Moderate Allocation Fund AIM Moderate Growth Allocation Fund AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund 9 AIM INTERNATIONAL MUTUAL FUNDS PORTFOLIOS AIM Asia Pacific Growth Fund AIM European Growth Fund AIM Global Aggressive Growth Fund AIM Global Growth Fund AIM International Core Equity Fund AIM International Growth Fund AIM INVESTMENT FUNDS PORTFOLIOS AIM China Fund AIM Developing Markets Fund AIM Global Health Care Fund AIM International Bond Fund AIM Japan Fund AIM Trimark Fund AIM Trimark Endeavor Fund AIM Trimark Small Companies Fund AIM INVESTMENT SECURITIES FUNDS PORTFOLIOS AIM Global Real Estate Fund AIM High Yield Fund AIM Income Fund AIM Intermediate Government Fund AIM Money Market Fund AIM Municipal Bond Fund AIM Real Estate Fund AIM Total Return Bond Fund AIM SPECIAL OPPORTUNITIES FUNDS PORTFOLIOS AIM Opportunities I Fund AIM Opportunities II Fund AIM Opportunities III Fund AIM SUMMIT FUND 10 AIM TAX-EXEMPT FUNDS PORTFOLIO AIM High Income Municipal Fund 11 SCHEDULE A-2 TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT AIM COUNSELOR SERIES TRUST PORTFOLIOS AIM Advantage Health Sciences Fund AIM Multi-Sector Fund AIM Structured Core Fund AIM Structured Growth Fund AIM Structured Value Fund AIM SECTOR FUNDS PORTFOLIOS AIM Energy Fund AIM Financial Services Fund AIM Gold & Precious Metals Fund AIM Leisure Fund AIM Technology Fund AIM Utilities Fund AIM STOCK FUNDS AIM Dynamics Fund 12 EXHIBIT A The Distributor's 12b-1 Share of the Distribution Fees in respect of the Shares of each Portfolio shall be 100 percent until such time as the Distributor shall cease to serve as exclusive distributor of the Shares of such Portfolio and thereafter shall be a percentage, recomputed first on the date of any termination of the Distributor's services as exclusive distributor of Shares of any Portfolio and thereafter periodically (but not less than monthly), representing the percentage of Shares of such Portfolio outstanding on each such computation date allocated to the Distributor in accordance with the following rules: 1. DEFINITIONS. For purposes of this Exhibit A defined terms used herein shall have the meaning assigned to such terms in the Distribution Agreement and the following terms shall have the following meanings: "Commission Shares" shall mean shares of the Portfolio or another portfolio the redemption of which would, in the absence of the application of some standard waiver provision, give rise to the payment of a CDSC and shall include Commission Shares which due to the expiration of the CDSC period no longer bear a CDSC. "Date of Original Issuance" shall mean, in respect of any Commission Share of any Portfolio, the date with reference to which the amount of the CDSC payable on redemption thereof, if any, is computed. "Distributor" shall mean the Distributor. "Free Exchange Transaction" shall mean a transaction in which shares of one portfolio (the "Redeeming Portfolio") are exchanged for shares of another portfolio (the "Issuing Portfolio") where, pursuant to the applicable constituent documents of the Issuing Portfolio, the shares issued by the Issuing Portfolio in exchange for the shares of the Redeeming Portfolio are deemed to have been acquired at the time when the exchanged shares of the Redeeming Portfolio were acquired (or deemed to have been acquired). "Free Shares" shall mean, in respect of any Portfolio, each Share of such Portfolio other than any Commission Share. "Omnibus Account" shall mean, in respect of any Portfolio, any account maintained by the transfer agent for such Portfolio reflecting the record ownership of Shares of such Portfolio by an entity who maintains sub-transfer agency records reflecting the actual beneficial ownership of such Shares in other persons or entities. "Omnibus Shares" shall mean, in respect of any Portfolio, the Shares of such Portfolio held in the name of a broker-dealer street account on records maintained by the transfer agent for such Portfolio and for which such broker-dealer provides sub-transfer agency services. "Other Distributor" shall mean each person appointed as the exclusive distributor for the Shares of the Portfolio after the Distributor ceases to serve in that capacity. 2. ALLOCATION RULES. In determining the Distributor's 12b-1 Share in respect of a particular Portfolio: 13 (a) Commission Shares: There shall be allocated to the Distributor and each Other Distributor all Commission Shares of such Portfolio which have a Date of Original Issuance which occurs during the period such Distributor or such Other Distributor, as the case may be, was the exclusive distributor for the Shares of the Portfolio, determined in accordance with the transfer agent records maintained for such Portfolio. (b) Free Shares (other than Omnibus Shares): A Free Share (other than an Omnibus Share) of any Portfolio will be attributed to the Distributor and each Other Distributor in accordance with the transfer agent reports of the transfer agent for such Portfolio. (c) Omnibus Shares: Omnibus Shares of any Portfolio which are Free Shares outstanding on any date shall be attributed to the Distributor and each Other Distributor pursuant to the following rules: (i) For purposes of the attribution of Omnibus Shares of a Portfolio which are Free Shares, such attributions shall be made separately for the Omnibus Shares held in each individual Omnibus Account of such Portfolio, and the result of each such separate computation shall be aggregated to provide the total Free Shares attributable to the Distributor and each Other Distributor. (ii) Free Shares which are Omnibus Shares and issued (other than in connection with Free Exchange Transaction) during any calendar month shall be attributed to the Distributor and each Other Distributor as of the end of such calendar month in a number computed as follows: A x (B/C) where: A = Omnibus Shares which are Free Shares issued (other than in connection with a Free Exchange Transaction) during such calendar month. B = Commission Shares and Free Shares which are Omnibus Shares deemed to be attributed to the Distributor or such Other Distributor, as the case may be, and outstanding as of the close of business on the last day of the immediately preceding calendar month in accordance with this paragraph (C). C = Total number of Commission Shares and Free Shares which are Omnibus Shares outstanding as of the close of business on the last day of the immediately preceding calendar month. (iii) Free Shares which are Omnibus Shares and redeemed (other than in connection with a Free Exchange Transaction) during any calendar month shall be attributed to the Distributor and each Other Distributor as of the end of such calendar month in a number computed as follows: 14 A x (B/C) where: A = Omnibus Shares which are Free Shares redeemed (other than in connection with a Free Exchange Transaction) during such calendar month. B = Free Shares which are Omnibus Shares deemed to be attributed to the Distributor or such Other Distributor, as the case may be, and outstanding as of the close of business on the last day of the immediately preceding calendar month in accordance with this paragraph (c). C = Total number of Free Shares which are Omnibus Shares outstanding as of the close of business on the last day of the immediately preceding calendar month in accordance with this paragraph (c). (iv) Free Shares which are Omnibus Shares exchanged into or out of a specific Portfolio during any calendar month (such amount, which may be a positive or negative number, the "Net Exchange Shares") shall be computed as follows: A - B - C + D where: A = Total number of Free Shares which are Omnibus Shares outstanding as of the close of business on the last day of the current calendar month. B = Total number of Free Shares which are Omnibus Shares outstanding as of the close of business on the last day of the immediately preceding calendar month. C = Total number of Free Shares which are Omnibus Shares and issued during the current calendar month and allocated among the Distributor and such Other Distributor in accordance with clause (ii) immediately above. D = Total number of Free Shares which are Omnibus Shares and redeemed during the current calendar month and allocated among the Distributor and such Other Distributor in accordance with clause (iii) immediately above. The amount of Net Exchange Shares computed for a given calendar month shall be attributed to the Distributor and each Other Distributor as of the end of such calendar month in a number computed as follows: E x (F/G) where: E = Total number of Net Exchange Shares computed in a given month as of the close of business on the last day of the current calendar month. F = Free Shares which are Omnibus Shares deemed to be attributed to the Distributor and such Other Distributor, as the case may be, and outstanding 15 as of the close of business on the last day of the immediately preceding calendar month in accordance with this paragraph (c). G = Total number of Free Shares which are Omnibus Shares outstanding as of the close of business on the last day of the immediately preceding calendar month. (d) General: For purposes of the foregoing, Shares of each Portfolio will be deemed to be issued, redeemed, exchanged and converted to class A shares in accordance with the rules used by the transfer agent for each such Portfolio. For purposes of paragraph (c) above, if the form of any transfer agent report of the transfer agent for any Portfolio or the practices or capabilities of such transfer agent in respect of any Portfolio, change after July 31, 2003 and as a result of such changes the attributions of Free Shares (other than Omnibus Shares) contemplated by paragraph (c) above no longer reach results which are consistent with the results obtained under this Exhibit A if the form of such transfer agent report or the practices or capability of such transfer agent had not changed, then at the request of the Distributor, and Other Distributor or any third party (a "Transferee") that has obtained an interest in the Distributor's 12b-1 Share of the Distribution Fees for such Portfolio, the Distributor, each other Distributor, the Fund and the Transferee shall negotiate in good faith to cause the transfer agent for such Portfolio to generate transfer agent reports or to adjust this Exhibit A as may be necessary to reach results consistent with those that would have been produced if such report had not changed; provided, that if such parties cannot reach agreement on such modifications within a reasonable period of time after the date of any such change, such parties shall submit the question to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and the decision reached by the arbitrator shall be final and binding. The Fund shall use its best efforts to assure that the transfer agent and the sub-transfer agents for each Portfolio maintain the data necessary to implement the foregoing rules. If, notwithstanding the foregoing, the transfer agents or sub-transfer agents for such Portfolio are unable to maintain the data necessary to implement the foregoing rules as written, or if the transfer agent or sub-transfer agents seek to change allocation methods after the date of this Agreement (or any later date on which a sub-transfer agent is permitted to allocate shares consistent with documentation with any Transferee), or if the Distributor shall cease to serve as exclusive distributor of the Shares of the Portfolio, the Distributor and the Fund agree to negotiate in good faith with each other, with the transfer agents and sub-transfer agents for such Portfolio and with any third party that has obtained an interest in the Distributor's 12b-1 Share of the Distribution Fees in respect of such Portfolio with a view to arriving at mutually satisfactory modifications to the foregoing rules designed to accomplish substantially identical results on the basis of data which can be made available. 16 EX-99.E2.V 22 h43124bexv99we2wv.txt AMENDMENT NO.1 TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT AMENDMENT NO. 1 TO FIRST RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) The First Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows: WHEREAS, the parties desire to amend the Agreement to reflect the addition of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund; NOW, THEREFORE, Schedule A-1 and Schedule A-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule A-1 and Schedule A-2 attached to this amendment. All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect. Dated: January 31, 2007 EACH FUND LISTED ON SCHEDULE A-1 ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A-1 By: /s/ PHILIP A. TAYLOR ------------------------------------ Name: Philip A. Taylor Title: President EACH FUND LISTED ON SCHEDULE A-2 ON BEHALF OF THE SHARES OF EACH PORTFOLIO LISTED ON SCHEDULE A-2 By: /s/ PHILIP A. TAYLOR ------------------------------------ Name: Philip A. Taylor Title: President A I M DISTRIBUTORS, INC. By: /s/ GENE NEEDLES ------------------------------------ Name: Gene Needles Title: President "SCHEDULE A-1 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) AIM EQUITY FUNDS PORTFOLIOS AIM Capital Development Fund AIM Charter Fund AIM Constellation Fund AIM Diversified Dividend Fund AIM Large Cap Basic Value Fund AIM Large Cap Growth Fund AIM Select Basic Value Fund AIM FUNDS GROUP PORTFOLIOS AIM Basic Balanced Fund AIM European Small Company Fund AIM Global Value Fund AIM International Small Company Fund AIM Mid Cap Basic Value Fund AIM Select Equity Fund AIM Small Cap Equity Fund AIM GROWTH SERIES PORTFOLIOS AIM Basic Value Fund AIM Conservative Allocation Fund AIM Global Equity Fund AIM Growth Allocation Fund AIM Income Allocation Fund AIM Independence Now Fund AIM Independence 2010 Fund AIM Independence 2020 Fund AIM Independence 2030 Fund AIM Independence 2040 Fund AIM Independence 2050 Fund AIM International Allocation Fund AIM Mid Cap Core Equity Fund AIM Moderate Allocation Fund AIM Moderate Growth Allocation Fund AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund 2 AIM INTERNATIONAL MUTUAL FUNDS PORTFOLIOS AIM Asia Pacific Growth Fund AIM European Growth Fund AIM Global Aggressive Growth Fund AIM Global Growth Fund AIM International Core Equity Fund AIM International Growth Fund AIM INVESTMENT FUNDS PORTFOLIOS AIM China Fund AIM Developing Markets Fund AIM Global Health Care Fund AIM International Bond Fund AIM Japan Fund AIM Trimark Fund AIM Trimark Endeavor Fund AIM Trimark Small Companies Fund AIM INVESTMENT SECURITIES FUNDS PORTFOLIOS AIM Global Real Estate Fund AIM High Yield Fund AIM Income Fund AIM Intermediate Government Fund AIM Money Market Fund AIM Municipal Bond Fund AIM Real Estate Fund AIM Total Return Bond Fund AIM SPECIAL OPPORTUNITIES FUNDS PORTFOLIOS AIM Opportunities I Fund AIM Opportunities II Fund AIM Opportunities III Fund AIM SUMMIT FUND AIM TAX-EXEMPT FUNDS PORTFOLIO AIM High Income Municipal Fund" 3 "SCHEDULE A-2 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES) AIM COUNSELOR SERIES TRUST PORTFOLIOS AIM Advantage Health Sciences Fund AIM Multi-Sector Fund AIM Structured Core Fund AIM Structured Growth Fund AIM Structured Value Fund AIM SECTOR FUNDS PORTFOLIOS AIM Energy Fund AIM Financial Services Fund AIM Gold & Precious Metals Fund AIM Leisure Fund AIM Technology Fund AIM Utilities Fund AIM STOCK FUNDS AIM Dynamics Fund" 4 EX-99.F1 23 h43124bexv99wf1.txt FORM OF RETIREMENT PLAN AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES Effective as of March 8, 1994 As Restated as of January 1, 2005 . . . TABLE OF CONTENTS RETIREMENT PLAN FOR ELIGIBLE............................................... i ARTICLE I - DEFINITION OF TERMS AND CONSTRUCTION........................... 1 1.1 Definitions........................................................ 1 1.2 Plurals and Gender................................................. 2 1.3 Directors/Trustees................................................. 3 1.4 Headings........................................................... 3 1.5 Severability....................................................... 3 ARTICLE II - PARTICIPATION................................................. 3 2.1 Commencement of Participation...................................... 3 2.2 Termination of Participation....................................... 3 ARTICLE III - RETIREMENT BENEFITS.......................................... 3 3.1 Amount and Terms................................................... 3 3.2 Forfeiture......................................................... 3 3.3 Payment After Participant's Death.................................. 4 3.4 Benefits Calculated in the Aggregate for all of the AIM Funds...... 4 ARTICLE IV - SUSPENSION OF BENEFITS, ETC................................... 4 4.1 No Suspension of Benefits For Continued Service or Upon Resumption of Service......................................................... 4 4.2 Payments Due Missing Persons....................................... 4 ARTICLE V - ADMINISTRATOR.................................................. 4 5.1 Appointment of Administrator....................................... 4 5.2 Powers and Duties of Administrator................................. 5 5.3 Action by Administrator............................................ 5 5.4 Participation by Administrator..................................... 6 5.5 Agents and Expenses................................................ 6 5.6 Allocation of Duties............................................... 6 5.7 Delegation of Duties............................................... 6 5.8 Administrator's Action Conclusive.................................. 6 5.9 Records and Reports................................................ 6 5.10 Information from the AIM Funds..................................... 6 5.11 Reservation of Rights by Boards of Directors....................... 7 5.12 Liability and Indemnification...................................... 7 ARTICLE VI - AMENDMENTS AND TERMINATION.................................... 7 6.1 Amendments......................................................... 7 6.2 Termination........................................................ 8 ARTICLE VII - MISCELLANEOUS................................................ 8 7.1 Rights of Creditors................................................ 8 7.2 Liability Limited.................................................. 8 7.3 Incapacity......................................................... 8 7.4 Cooperation of Parties............................................. 8 7.5 Governing Law...................................................... 9 7.6 Nonguarantee of Director........................................... 9 7.7 Counsel............................................................ 9 7.8 Spendthrift Provision.............................................. 9 7.9 Forfeiture for Cause............................................... 9 ARTICLE VIII - CLAIMS PROCEDURE............................................ 10
i 8.1 Notice of Denial................................................... 10 8.2 Right to Reconsideration........................................... 10 8.3 Review of Documents................................................ 10 8.4 Decision by Administrator.......................................... 10 8.5 Notice by Administrator............................................ 10 Appendix A - Eligible Funds................................................ 11 Appendix B - Amount of Benefit - Post January 1, 2006...................... 12 Appendix C - Amount of Benefit - pre January 1, 2006....................... 14
ii PREAMBLE Effective as of March 8, 1994, the regulated investment companies managed, advised, administered and/or distributed by A I M Advisors, Inc. or its affiliates (the "AIM Funds") have adopted THE AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES (the "Plan") for the benefit of each of the directors and trustees of each of the AIM Funds who is not an employee of any of the AIM Funds, A I M Management Group Inc. or any of their affiliates. As this Plan does not benefit any employees of the AIM Funds, it is not intended to be classified as an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Effective January 1, 2005 this Plan became subject to the provisions of section 409A of the Internal Revenue Code of 1986, as amended ("Code"), and has been amended and restated herein to comply with section 409A and to make certain design changes approved by the Board of Directors in December, 2005, applicable to payments made to Participants who terminate board service on or after January 1, 2006. ARTICLE I - DEFINITION OF TERMS AND CONSTRUCTION 1.1 Definitions. Unless a different meaning is plainly implied by the context, the following terms as used in this Plan shall have the following meanings: (a) "Accrued Benefit" shall mean, as of any date prior to a Director's Retirement date, his Retirement Benefit commencing on such Retirement date, but based upon his Compensation and Years of Service computed as of such date of determination. (b) "Administrator" shall mean the administrative committee provided for in Article VI. (c) "AIM Funds" shall mean those regulated investment companies managed, advised, administered or distributed by A I M Advisors, Inc. or its affiliates, set forth on Appendix A hereto, as such Appendix may be amended from time to time. (d) "Board of Directors" shall mean the Board of Directors or Board of Trustees of each of the AIM Funds. (e) "Compensation" shall mean, for any Director, the amount of the retainer paid or accrued by the AIM Funds for such Director during the twelve month period immediately preceding the Director's termination of his Service, including retainer amounts deferred under a separate agreement between the AIM Funds and the Director. Compensation shall not include amounts paid as Board meeting fees or additional compensation paid for service as Chair of the Board or as Chair or Vice Chair of certain committees. The amount of such retainer Compensation shall be as determined by the Administrator. 1 (f) "Director" shall mean an individual who is a director or trustee of one or more of the AIM Funds which have adopted this Plan but who is not an employee of any of the AIM Funds, A I M Management Group Inc. or any of their affiliates. (g) "Disability" shall have the meaning ascribed to such term under section 409A of the Code and applicable regulations thereunder. (h) "Effective Date" shall mean January 1, 2005. (i) "Fund" shall mean an AIM Fund which has adopted this Plan. (j) "Participant" shall mean a Director who is included in this Plan as provided in Article II hereof. (k) "Plan" shall mean the "AIM Funds Retirement Plan for Eligible Directors/Trustees" as described herein or as hereafter amended from time to time. (l) "Plan Year" shall mean the calendar year. (m) "Removal for Cause" shall mean the removal of a Director by the Directors of the AIM Funds or by shareholders due to such Director's willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Director. (n) "Retirement Benefit" shall mean the benefit described under Section 3.1 hereof. (o) "Service" shall mean an individual's serving as a Director of one or more of the AIM Funds. Furthermore, any unbroken service provided by a Participant (i) to an AIM Fund immediately prior to its being managed or administered by A I M Advisors, Inc. (or any of its affiliates) or (ii) to a predecessor of an AIM Fund immediately prior to its being merged into such AIM Fund, will be taken into account in determining such Participant's Years of Service, subject to all restrictions and other forfeiture provisions contained herein. If a Participant whose Service terminates thereafter again becomes a Director, his different periods of Service shall be aggregated for purposes of calculating his Retirement Benefit, except that if a Participant's Service terminates prior to his being credited with 5 Years of Service, he shall forfeit all Years of Service completed prior to such termination unless the number of Years of Service he accumulated prior to such termination exceeds the number of years in which he did not serve as a Director. (p) "Year of Service" shall mean a twelve consecutive month period of Service. 1.2 Plurals and Gender. Where appearing in this Plan, the masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates a different meaning. 2 1.3 Directors/Trustees. Where appropriate, the term "director" shall refer to "trustee", "directorship" shall refer to "trusteeship" and "Board of Directors" shall refer to "Board of Trustees." 1.4 Headings. The headings and sub-headings in this Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof. 1.5 Severability. In case any provision of this Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of this Plan, but shall be fully severable, and this Plan shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein. ARTICLE II - PARTICIPATION 2.1 Commencement of Participation. Each Director shall become a Participant hereunder on the date his directorship of one or more of the AIM Funds commences. 2.2 Termination of Participation. A Director shall remain a Participant until his entire vested Retirement Benefit has been paid to him or on his behalf. ARTICLE III - RETIREMENT BENEFITS 3.1 Amount and Terms. Participants terminating service on or after January 1, 2006 shall receive a benefit as described in Appendix B. Participants terminating service on or before December 31, 2005 shall receive a benefit as described in Appendix C. 3.2 Forfeiture. (a) If a Participant's Service terminates on account of Removal for Cause, no Retirement Benefit shall be paid to him or on his behalf, even if such termination occurs after he has completed 5 Years of Service. (b) If a Participant's Service terminates for any reason without his having been credited with at least 5 Years of Service, neither he nor anyone else on his behalf shall be entitled to a Retirement Benefit. 3 3.3 Payment After Participant's Death. No benefits will be paid under this Plan with respect to a Participant after his death other than as provided in Appendix B or Appendix C, as applicable. 3.4 Benefits Calculated in the Aggregate for all of the AIM Funds. With respect to each Participant, the benefits payable hereunder shall be based on the aggregate Compensation paid by all of the AIM Funds. Each Fund's share of the obligation to provide such benefits shall be determined by use of accounting methods adopted by the Administrator. ARTICLE IV - SUSPENSION OF BENEFITS, ETC. 4.1 No Suspension of Benefits For Continued Service or Upon Resumption of Service. If a Participant who has begun receiving Retirement Benefits in accordance with the provisions of Article III continues to serve as a Director or resumes Service, his Retirement Benefit shall continue to be paid during the new period of Service, with the following adjustments: (i) the amount of the quarterly payment shall be increased, as appropriate, beginning with the first quarter of each subsequent calendar year to reflect any increase in the Participant' Compensation during the prior year (initially as compared with his Compensation when he originally terminated Service), and (ii) the length of the payment period shall be lengthened, but not beyond a total of 16 years, to reflect any additional Years of Service earned after reemployment as a Director. 4.2 Payments Due Missing Persons. The Administrator shall make a reasonable effort to locate all persons entitled to benefits under this Plan; however, notwithstanding any provisions of this Plan to the contrary, if, after a period of 5 years from the date any of such benefits first become due, any such persons entitled to benefits have not been located, their rights under this Plan shall stand suspended. Before this provision becomes operative, the Administrator shall send a certified letter to all such persons (if any) at their last known address advising them that their benefits under this Plan shall be suspended. Any such suspended amounts shall be held by the AIM Funds for a period of 3 additional years (or a total of 8 years from the time the benefits first became payable) and thereafter such amounts shall be forfeited. ARTICLE V - ADMINISTRATOR 5.1 Appointment of Administrator. This Plan shall be administered by the Governance Committees of the Boards of Directors of the AIM Funds. The members of such committees are not "interested persons" (within the meaning of Section 2(a)(19) of the Investment Company Act of 1940) of any of the AIM Funds. The term "Administrator" as used in this Plan shall refer to the members of such Committees, either individually or collectively, as appropriate. 4 5.2 Powers and Duties of Administrator. Except as provided below, the Administrator shall have the following duties and responsibilities in connection with the administration of this Plan: (a) to promulgate and enforce such rules, regulations and procedures as shall be proper for the efficient administration of this Plan; (b) to determine all questions arising in the administration, interpretation and application of this Plan, including questions of eligibility and of the status and rights of Participants and any other persons hereunder; (c) to decide any dispute arising hereunder; provided, however, that no Administrator shall participate in any matter involving any questions relating solely to his own participation or benefits under this Plan; (d) to advise the Boards of Directors of the AIM Funds regarding the known future need for funds to be available for distribution; (e) to correct defects, supply omissions and reconcile inconsistencies to the extent necessary to effectuate this Plan; (f) to compute the amount of benefits and other payments which shall be payable to any Participant, surviving spouse or designated beneficiary in accordance with the provisions of this Plan and to determine the person or persons to whom such benefits shall be paid; (g) to make recommendations to the Boards of Directors of the AIM Funds with respect to proposed amendments to this Plan; (h) to file all reports with government agencies, Participants and other parties as may be required by law, whether such reports are initially the obligation of the AIM Funds, or this Plan; and (i) to have all such other powers as may be necessary to discharge its duties hereunder. 5.3 Action by Administrator. A majority of the members of the Administrator then serving shall constitute a quorum for the transacting of business related to this Plan. All resolutions or other action taken by the Administrator in connection with this Plan shall be by vote of a majority of those present at such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting upon written consent signed by at least a majority of the members. All documents, instruments, orders, requests, directions, instructions and other papers shall be executed on behalf of the Administrator by either the Chairman or any Vice-Chairman of the Administrator, or by any member or agent of the Administrator duly authorized to act on the Administrator's behalf. 5 5.4 Participation by Administrator. No Administrator shall be precluded from becoming a Participant in this Plan if he would be otherwise eligible, but he shall not be entitled to vote or act upon matters or to sign any documents relating specifically to his own participation under this Plan, except when such matters or documents relate to benefits generally. If this disqualification results in the lack of a quorum, then the Boards of Directors, by majority vote of the members of a majority of such Boards of Directors (a "Majority Vote"), shall appoint a sufficient number of temporary Administrators, who shall serve for the sole purpose of determining such a question. 5.5 Agents and Expenses. The Administrator may employ agents and provide for such clerical, legal, actuarial, accounting, medical, advisory or other services as it deems necessary to perform its duties under this Plan. The cost of such services and all other expenses incurred by the Administrator in connection with the administration of this Plan shall be allocated to each Fund pursuant to the method utilized under Section 3.4 hereof with respect to costs related to benefit accruals. 5.6 Allocation of Duties. The duties, powers and responsibilities reserved to the Administrator may be allocated among its members so long as such allocation is pursuant to written procedures adopted by the Administrator, in which case no Administrator shall have any liability, with respect to any duties, powers or responsibilities not allocated to him, for the acts or omissions of any other Administrator. 5.7 Delegation of Duties. The Administrator may delegate any of its duties to employees of A I M Advisors, Inc. or any of its affiliates or to any other person or firm, provided that the Administrator shall prudently choose such agents and rely in good faith on their actions. 5.8 Administrator's Action Conclusive. Any action on matters within the discretion of the Administrator shall be final and conclusive. 5.9 Records and Reports. The Administrator shall maintain adequate records of its actions and proceedings in administering this Plan and shall file all reports and take all other actions as it deems appropriate in order to comply with any federal or state law. 5.10 Information from the AIM Funds. The AIM Funds shall promptly furnish all necessary information to the Administrator to permit it to perform its duties under this Plan. The Administrator shall be 6 entitled to rely upon the accuracy and completeness of all information furnished to it by the AIM Funds, unless it knows or should have known that such information is erroneous. 5.11 Reservation of Rights by Boards of Directors. When rights are reserved in this Plan to the Boards of Directors, such rights shall be exercised only by Majority Vote of the Boards of Directors, except where the Boards of Directors, by unanimous written resolution, delegate any such rights to one or more persons or to the Administrator. Subject to the rights reserved to the Boards of Directors as set forth in this Plan, no member of the Boards of Directors shall have any duties or responsibilities under this Plan, except to the extent he shall be acting in the capacity of an Administrator. 5.12 Liability and Indemnification. (a) The Administrator shall perform all duties required of it under this Plan in a prudent manner. The Administrator shall not be responsible in any way for any action or omission of the AIM Funds or their employees in the performance of their duties and obligations as set forth in this Plan. The Administrator also shall not be responsible for any act or omission of any of its agents provided that such agents were prudently chosen by the Administrator and that the Administrator relied in good faith upon the action of such agents. (b) Except for its own gross negligence, willful misconduct or willful breach of the terms of this Plan, the Administrator shall be indemnified and held harmless by the AIM Funds against any and all liability, loss, damages, cost and expense which may arise, occur by reason of, or be based upon, any matter connected with or related to this Plan or its administration (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or in settlement of any such claim). ARTICLE VI - AMENDMENTS AND TERMINATION 6.1 Amendments. The Boards of Directors reserve the right at any time and from time to time, and retroactively if deemed necessary or appropriate by them, to amend in whole or in part by Majority Vote any or all of the provisions of this Plan, provided that: (a) No amendment shall make it possible for any part of a Participant's or former Participant's Retirement Benefit to be used for, or diverted to, purposes other than for the exclusive benefit of such Participant, except to the extent otherwise provided in this Plan; (b) No amendment may reduce any Participant's or former Participant's Retirement Benefit as of the effective date of the amendment; Amendments may be made in the form of Board of Directors' resolutions or separate written document. 7 6.2 Termination. Except as provided below, the Boards of Directors reserve the right to terminate this Plan at any time by Majority Vote by giving to the Administrator notice in writing of such desire to terminate. The Plan shall terminate upon the date of receipt of such notice and all Participants shall be paid their Retirement Benefits (determined as of the date this Plan is terminated) as set forth herein, or to the extent permitted by section 409A of the Code, in an actuarially equivalent lump sum as soon as possible after the effective date of such termination, as determined by the Administrator. ARTICLE VII - MISCELLANEOUS. 7.1 Rights of Creditors. (a) The Plan is unfunded. Neither the Participants nor any other persons shall have any interest in any Fund or in any specific asset or assets of any of the AIM Funds by reason of any Retirement Benefit hereunder, nor any rights to receive distribution of any Retirement Benefit except and as to the extent expressly provided hereunder. (b) The Retirement Benefits of each Participant are unsecured and shall be subject to the claims of the general creditors of the AIM Funds. 7.2 Liability Limited. Neither the AIM Funds, the Administrator, nor any agents, employees, officers, directors or shareholders of any of them, nor any other person shall have any liability or responsibility with respect to this Plan, except as expressly provided herein. 7.3 Incapacity. If the Administrator shall receive evidence satisfactory to it that a Participant, surviving spouse or designated beneficiary entitled to receive any benefit under this Plan is, at the time when such benefit becomes payable, physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of such Participant, surviving spouse, or designated beneficiary and that no guardian, committee or other representative of the estate of such Participant, surviving spouse, or designated beneficiary shall have been duly appointed, the Administrator may make payment of such benefit otherwise payable to such Participant, surviving spouse, or designated beneficiary to such other person or institution, and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit. 7.4 Cooperation of Parties. All parties to this Plan and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out this Plan or any of its provisions. 8 7.5 Governing Law. All rights under this Plan shall be governed by and construed in accordance with rules of Federal law applicable to such plans and, to the extent not preempted, by the laws of the State of Texas without regard to principles of conflicts of law. No action shall be brought by or on behalf of any Participant for or with respect to benefits due under this Plan unless the person bringing such action has timely exhausted this Plan's claim review procedure. Any such action must be commenced within three years. This three-year period shall be computed from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under this Plan's claim review procedure or (b) the date such individual's cause of action first accrued. Any dispute, controversy or claim arising out of or in connection with this Plan (including the applicability of this arbitration provision) and not resolved pursuant to the Plan's claim review procedure shall be determined and settled by arbitration conducted by the American Arbitration Association ("AAA") in the County and State of the Funds' principal place of business and in accordance with the then existing rules, regulations, practices and procedures of the AAA. Any award in such arbitration shall be final, conclusive and binding upon the parties to the arbitration and may be enforced by either party in any court of competent jurisdiction. Each party to the arbitration will bear its own costs and fees (including attorney's fees). 7.6 Nonguarantee of Director Nothing contained in this Plan shall be construed as a guaranty or right of any Participant to be continued as a Director of one or more of the AIM Funds (or of a right of a Director to any specific level of Compensation) or as a limitation of the right of the AIM Funds to remove any of its directors. 7.7 Counsel. The Administrator may consult with legal counsel, who may be counsel for one or more of the Boards of Directors of the AIM Funds and for the Administrator, with respect to the meaning or construction of this Plan, its obligations or duties hereunder or with respect to any action or proceeding or any question of law, and they shall be fully protected with respect to any action taken or omitted by them in good faith pursuant to the advice of legal counsel. 7.8 Spendthrift Provision. A Participant's interest in his Accrued Benefit or Retirement Benefit may not be transferred, alienated, assigned nor become subject to execution, garnishment or attachment, and any attempt to do so will render benefits hereunder immediately forfeitable. 7.9 Forfeiture for Cause. Notwithstanding any other provision of this Plan to the contrary, any benefits to which a Participant (or his surviving spouse or designated beneficiary) may otherwise be entitled hereunder will be forfeited in the event the Director has been Removed for Cause. 9 ARTICLE VIII - CLAIMS PROCEDURE 8.1 Notice of Denial. If a Participant is denied any Retirement Benefit (or a surviving spouse or designated beneficiary is denied a survivor's benefit) under this Plan, either in total or in an amount less than the full Retirement Benefit to which he would normally be entitled, the Administrator shall advise the Participant (or surviving spouse or designated beneficiary) in writing of the amount of his Retirement Benefit (or survivor's benefit), if any, and the specific reasons for the denial. The Administrator shall also furnish the Participant (or surviving spouse or designated beneficiary) at that time with a written notice containing: (a) A specific reference to pertinent Plan provisions. (b) A description of any additional material or information necessary for the Participant (or surviving spouse or designated beneficiary) to perfect his claim, if possible, and an explanation of why such material or information is needed. (c) An explanation of this Plan's claim review procedure. 8.2 Right to Reconsideration. Within 60 days of receipt of the information stated in Section 8.1 above, the Participant (or surviving spouse or designated beneficiary) shall, if he desires further review, file a written request for reconsideration with the Administrator. 8.3 Review of Documents. So long as the Participant's (or surviving spouse's or designated beneficiary's) request for review is pending (including the 60 day period in 8.2 above), the Participant (or surviving spouse or designated beneficiary) or his duly authorized representative may review pertinent Plan documents and may submit issues and comments in writing to the Administrator. 8.4 Decision by Administrator. A final and binding decision shall be made by the Administrator within 60 days of the filing by the Participant (or surviving spouse or designated beneficiary) of his request for reconsideration, provided, however, that if the Administrator, in its discretion, feels that a hearing with the Participant (or surviving spouse or designated beneficiary) or his representative present is necessary or desirable, this period shall be extended an additional 60 days. 8.5 Notice by Administrator. The Administrator's decision shall be conveyed to the Participant (or surviving spouse or designated beneficiary) in writing and shall include specific reasons for the provisions on which the decision is based. 10 APPENDIX A - ELIGIBLE FUNDS For the purposes of the Retirement Plan for Eligible Directors/Trustees, "AIM Funds" shall mean each of the regulated investment companies constituting classes or series of shares of the following entities, and any future regulated investment companies that are within the same "fund complex" as defined in Form N-1A adopted under the Investment Company Act of 1940: AIM CORE ALLOCATION PORTFOLIO SERIES ("CAPS") AIM COUNSELOR SERIES TRUST ("ACST") AIM EQUITY FUNDS ("AEF") AIM FLOATING RATE FUND ("AFRF") AIM FUNDS GROUP ("AFG") AIM GROWTH SERIES ("AGS") AIM INTERNATIONAL MUTUAL FUNDS ("AIMF") AIM INVESTMENT FUNDS ("AIF") AIM INVESTMENT SECURITIES FUNDS ("AIS") AIM SECTOR FUNDS ("ASEF") AIM SELECT REAL ESTATE INCOME FUND ("ASREIF") AIM SPECIAL OPPORTUNITIES FUNDS ("ASOF") AIM STOCK FUNDS ("ASTF") AIM SUMMIT FUND ("ASF") AIM TAX-EXEMPT FUNDS ("ATEF") AIM TREASURER'S SERIES TRUST ("ATST") AIM VARIABLE INSURANCE FUNDS ("AVIF") SHORT-TERM INVESTMENTS TRUST ("STIT") TAX-FREE INVESTMENTS TRUST ("TFIT") 11 APPENDIX B - AMOUNT OF BENEFIT - POST JANUARY 1, 2006 Amount of Retirement Benefit - Directors who cease service on or after January 1, 2006. Section 1. Amount of Benefit. (a) Subject to the following provisions of this Appendix B and Article III, a Participant who ceases to be a Director after completing at least 5 Years of Service shall be entitled to receive an annual retirement benefit from the AIM Funds equal to seventy-five percent (75%) of the Participant's Compensation, payable in quarterly installments for a period of years equal to his Years of Service (up to a maximum of 16 Years of Service). (b) Except as provided in paragraphs (c) and (d) of this Appendix B, Section 1, such Retirement Benefit shall commence on the first day of the first quarter following the later of (i) the Participant's termination of Service or (ii) the Participant's attainment of age 72. (c) A Participant may make an irrevocable election (in a form and manner prescribed by the Administrator) to commence payment of his Retirement Benefit on the first day of the first quarter following the later of (i) his termination of Service or (ii) his attainment of age 65 (or such other age between 65 and 72 as the Participant specifies) in the event the Participant terminates Service prior to age 72. Such election shall normally be made within the first 30 days after a Director first becomes a Participant, provided that pursuant to Treasury Notice 2005-1, a Director who is already a Participant on the Effective Date may make a one-time election under this paragraph (c) no later than December 31, 2005. Any Retirement Benefit payable in accordance with this paragraph (c) shall be actuarially reduced to reflect its early commencement in accordance with the following table:
AGE % - --- --- 65 71% 66 75% 67 78% 68 82% 69 86% 70 91% 71 95% 72 100%
(d) Notwithstanding the foregoing, if a Participant terminates Service on account of Disability, his Retirement Benefit shall commence on the first day of the first quarter 12 following the later of (i) his termination of Service or (ii) his attainment of age 60, and such Retirement Benefit shall not be reduced to reflect commencement prior to age 72. Section 2. Death of a Participant. (a) Death Prior to Commencement of Benefits. If a Participant who has completed at least 5 Years of Service dies before commencement of his Retirement Benefit, such Retirement Benefit shall be paid to his designated beneficiary commencing at the same time, for the same period and in the same amount as would have been paid to the Participant had the Participant become Disabled on the Participant's date of death. (b) Death Subsequent to Commencement of Benefits. If a Participant dies after commencement, but prior to complete payment of his Retirement Benefit under Article III, the remainder of such Retirement Benefit shall be paid to his designated beneficiary at the same time, for the same remaining period and in the same amount as the Participant would have been paid had the Participant become Disabled on the Participant's date of death. (c) Designated Beneficiary. (i) A Participant may designate one or more persons (including a trust) as his beneficiary; if multiple beneficiaries are designated, the Participant must indicate (in whole percentages) each person's share of the Retirement Benefit payable on his death. To the extent permitted by the Administrator, a Participant may also designate one or more contingent beneficiaries in the event a primary beneficiary predeceases him. A Participant may change any beneficiary designation at any time, without the consent of any previously designated beneficiary, provided a written instruction setting forth the desired change is received by the Administrator prior to the Participant's death. (ii) If payments are being made to one or more designated beneficiaries, and a beneficiary dies before the entire amount due such beneficiary can be paid, an actuarially-equivalent lump sum payment of the remaining amount due such beneficiary shall be made to the estate of the beneficiary on the first day of the second quarter following such beneficiary's death. 13 APPENDIX C - AMOUNT OF BENEFIT - PRE JANUARY 1, 2006 Amount of Retirement Benefits - Directors who cease service before January 1, 2006 Section 1. Amount of Benefit. (a) In order to receive Retirement Benefits under this Plan, a Director (i) must have reached the age of 65 (55 in the event of death or Disability), (ii) must qualify as a Participant under this Plan, and (iii) must have completed at least five years of continuous and non-forfeited Years of Service, as well as at least 30 months of service with one or more of the AIM Funds. (b) Upon Retirement, a Participant shall be entitled to receive an annual benefit from the AIM Funds commencing on the first day of the calendar quarter coincident with or next following his date of Retirement. The benefit shall be payable in quarterly installments for a number of years equal to the lesser of (i) ten years, or (ii) the number of the Participant's Years of Service. The annual benefit shall equal seventy-five percent (75%) of the Participant's Compensation. Section 2. Death, Disability or Termination. (a) If a Director's Service terminates prior to his Normal Retirement Date because of his death, Disability or Removal for Cause, he shall not be entitled to any benefits under this Plan, except as set forth below. (i) If a Director's Service is involuntarily terminated for any reason other than those specified in 1(a) above, and as of the date of termination the Director has accumulated at least five continuous and non-forfeited Years of Service, he shall be entitled to receive his Accrued Benefit, which benefit shall be determined as of the date of such termination. The AIM Funds shall pay such benefit in quarterly installments for a number of years equal to the lesser of (i) ten years, or (ii) the number of the Director's Years of Service. The AIM Funds shall commence paying such benefit on the date of such involuntary termination. (b) Death. (i) Death Prior to Commencement of Benefits. If a Participant dies subsequent to his Normal Retirement Date, but prior to the commencement of his Retirement Benefits under this Appendix C, the surviving spouse (if any) of such Participant shall be entitled to receive a quarterly survivor's benefit for a period of no more than ten (10) years (or, if less, the number of the Participant's Years of Service) beginning on the first day of the calendar quarter next following the date of the Participant's death equal to fifty percent (50%) of the amount of the quarterly installments of Retirement Benefits that would have been paid to the Participant under 1(a) or (b) or 2(a) hereof had his Retirement occurred on his date of death. (ii) Death Subsequent to Commencement of Benefits. If a Participant dies after the commencement of his Retirement Benefit under this Appendix C, but prior to the cessation of the payment of such Retirement Benefits, the surviving spouse (if any) of such Participant shall be entitled to receive survivor's benefits equal to fifty percent (50%) of the amount of the annual Retirement Benefit 14 payable to the Participant under this Appendix C, paid at such times, and for such period, as such Retirement Benefit would have continued to have been paid to the Participant had he not died. (iii) Death of Spouse. If a Participant is not survived by a spouse, no benefits will be paid hereunder upon the Participant's death. If a deceased Participant's surviving spouse dies while receiving survivor's benefits hereunder, any installments not paid at the time of the surviving spouse's death shall be forfeited. 15 AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES ELECTION PURSUANT TO APPENDIX B Pursuant to Appendix B, Section 1(c) of the AIM Funds Retirement Plan for Eligible Directors/Trustees, as restated as of January 1, 2005, I hereby elect to commence payments of my Retirement Benefit on the first day of the first quarter following the later of: (i) my termination of Service or (ii) my attainment of age ___ [specify an age between 65 and 72] if I terminate Service prior to age 72. I understand that this election is irrevocable. Dated: , 20 ---------- -- -- ---------------------------------------- Signature Name of Director: ---------------------- AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES BENEFICIARY DESIGNATION FORM PURSUANT TO SECTION 3.3 AND APPENDIX B With respect to the AIM Funds Retirement Plan for Eligible Directors/Trustees (as amended as of January 1, 2005) (the "Retirement Plan"): I hereby revoke any prior designation of Beneficiary under the Retirement Plan, and designate the following as my Primary and/or Contingent Beneficiary or Beneficiaries under the Retirement Plan. I hereby make the following beneficiary designations: I. Primary Beneficiary* I hereby appoint the following as my Primary Beneficiary(ies) to receive at my death the amounts payable with respect to my service in accordance with Appendix B of the Retirement Plan.. If I am survived by more than one Primary Beneficiary, the Primary Beneficiaries shall share in such payments as follows (in percentages, the sum of which must equal 100%):
Name & Address Relationship Percentage Share - -------------- ------------ ----------------
II. Secondary Beneficiary If no Primary Beneficiaries survive me at the date of my death, I hereby appoint the following as Contingent Beneficiary(ies) to receive payments under the Retirement Plan. If I am survived by more than one Contingent Beneficiary, such Contingent Beneficiaries shall share in such payments as follows:
Name & Address Relationship Percentage Share - -------------- ------------ ----------------
- ---------- * A Trustee may designate any person or a Trust as a Primary Beneficiary. III. I understand that: 1. I may revoke or amend the above designations at any time without the consent of any beneficiary; 2. if I am not survived by a Primary or Contingent Beneficiary, any amounts payable under the Retirement Plan shall be paid in accordance with applicable inheritance laws; and 3. If payments are being made to one or more designated beneficiaries, and a beneficiary dies before the entire amount due such beneficiary can be paid, an actuarially-equivalent lump sum payment of the remaining amount due such beneficiary shall be made to the estate of the beneficiary.. This designation shall be effective when received by the Retirement Plan Administrator and will remain effective until replaced by a properly filed new designation. Dated: , 20 ---------- -- -- ---------------------------------------- Signature Name of Director: ---------------------- RECEIVED: (date) --------------------- AIM Funds By: --------------------------------- Title: ------------------------------ EX-99.G1.G 24 h43124bexv99wg1wg.txt AMENDMENT TO MASTER CUSTODIAN CONTRACT AMENDMENT TO MASTER CUSTODIAN CONTRACT Amendment dated January 31, 2007, to the Master Custodian Contract dated May 1, 2000, as amended (the "Contract"), by and between State Street Bank and Trust Company (the "Custodian") and each AIM entity set forth in Appendix A thereto (each, a "Fund") on behalf of itself or its portfolio(s) (each, a "Portfolio"). WHEREAS, the Fund and the Custodian wish to amend a provision of the Contract to authorize the Custodian to establish and maintain segregated accounts upon Proper Instruction by a Fund. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the Custodian and each Fund hereby amend the Contract, pursuant to the terms thereof, as follows: I. Section 2.12 is amended and replaced as follows: SECTION 2.12 SEGREGATED ACCOUNT The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.10 hereof, (i) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 and a member of The National Association of Securities Dealers, Inc. (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (ii) for purposes of segregating cash or securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (iii) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission, or interpretative opinion of the staff thereof, relating to the maintenance of segregated accounts by registered investment companies, and (iv) for any other purpose upon receipt of Proper Instructions. II. Except as specifically superseded or modified herein, the terms and provisions of the Contract shall continue to apply with full force and effect. In the event of any conflict between the terms of the Contract prior to this Amendment and this Amendment, the terms of this Amendment shall prevail. IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative under seal as of the date first above written. EACH AIM ENTITY SET FORTH IN APPENDIX A ATTACHED HERETO By: /s/ Philip A. Taylor ------------------------------------ Name: Philip A. Taylor Title: President STATE STREET BANK AND TRUST COMPANY By: /s/ Joseph L. Hooley ------------------------------------ Joseph L. Hooley Executive Vice President APPENDIX A TO AIM MASTER CUSTODIAN CONTRACT DATED: MAY 1, 2000 (as revised November 8, 2006) AIM CORE ALLOCATION PORTFOLIO SERIES - Series C - Series M AIM EQUITY FUNDS - AIM Capital Development Fund - AIM Charter Fund - AIM Constellation Fund - AIM Diversified Dividend Fund - AIM Large Cap Basic Value Fund - AIM Large Cap Growth Fund - AIM Select Basic Value Fund AIM FUNDS GROUP - AIM Basic Balanced Fund - AIM European Small Company Fund - AIM Global Value Fund - AIM International Small Company Fund - AIM Mid Cap Basic Value Fund - AIM Select Equity Fund - AIM Small Cap Equity Fund AIM GROWTH SERIES - AIM Basic Value Fund - AIM Conservative Allocation Fund - AIM Global Equity Fund - AIM Growth Allocation Fund - AIM Income Allocation Fund - AIM International Allocation Fund - AIM Mid Cap Core Equity Fund - AIM Moderate Allocation Fund - AIM Moderate Growth Allocation Fund - AIM Moderately Conservative Allocation Fund - AIM Small Cap Growth Fund AIM INTERNATIONAL MUTUAL FUNDS - AIM Asia Pacific Growth Fund - AIM European Growth Fund - AIM Global Aggressive Growth Fund - AIM Global Growth Fund - AIM International Core Equity Fund - AIM International Growth Fund AIM INVESTMENT FUNDS - AIM China Fund - AIM Developing Markets Fund - AIM Enhanced Short Bond Fund - AIM Global Health Care Fund - AIM International Bond Fund - AIM Japan Fund - AIM Trimark Fund - AIM Trimark Endeavor Fund - AIM Trimark Small Companies Fund AIM INVESTMENT SECURITIES FUNDS - AIM Global Real Estate Fund - AIM High Yield Fund - AIM Income Fund - AIM Intermediate Government Fund - AIM Real Estate Fund - AIM Short Term Bond Fund - AIM Total Return Bond Fund AIM SELECT REAL ESTATE INCOME FUND AIM SPECIAL OPPORTUNITIES FUNDS - AIM Opportunities I Fund - AIM Opportunities II Fund - AIM Opportunities III Fund AIM SUMMIT FUND AIM VARIABLE INSURANCE FUNDS - AIM V.I. Basic Balanced Fund - AIM V.I. Basic Value Fund - AIM V.I. Capital Appreciation Fund - AIM V.I. Capital Development Fund - AIM V.I. Core Equity Fund - AIM V.I. Demographic Trends Fund - AIM V.I. Diversified Dividend Fund - AIM V.I. Diversified Income Fund - AIM V.I. Dynamics Fund - AIM V.I. Financial Services Fund - AIM V.I. Global Equity Fund - AIM V.I. Global Health Care Fund - AIM V.I. Global Real Estate Fund - AIM V.I. Government Securities Fund - AIM V.I. High Yield Fund - AIM V.I. International Core Equity Fund - AIM V.I. International Growth Fund - AIM V.I. Large Cap Growth Fund - AIM V.I. Leisure Fund - AIM V.I. Mid Cap Core Equity Fund - AIM V.I. Small Cap Equity Fund - AIM V.I. Small Cap Growth Fund - AIM V.I. Technology Fund - AIM V.I. Utilities Fund EX-99.H1 25 h43124bexv99wh1.txt THIRD AMENDED TRANSFER AGENCY AND SERVICE AGREEMENT THIRD AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN AIM EQUITY FUNDS AND AIM INVESTMENT SERVICES, INC. TABLE OF CONTENTS
PAGE ---- ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT 3 ARTICLE 2 FEES AND EXPENSES 5 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT 5 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND 6 ARTICLE 5 INDEMNIFICATION 6 ARTICLE 6 COVENANTS OF THE FUND AND THE TRANSFER AGENT 7 ARTICLE 7 TERMINATION OF AGREEMENT 8 ARTICLE 8 ADDITIONAL FUNDS 8 ARTICLE 9 LIMITATION OF SHAREHOLDER LIABILITY 8 ARTICLE 10 ASSIGNMENT 9 ARTICLE 11 AMENDMENT 9 ARTICLE 12 TEXAS LAW TO APPLY 9 ARTICLE 13 MERGER OF AGREEMENT 9 ARTICLE 14 COUNTERPARTS 9
2 THIRD AMENDED AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT AGREEMENT made as of the 1st day of July, 2006, by and between AIM Equity Funds, a Delaware statutory trust, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the "Fund"), and AIM Investment Services, Inc., a Delaware corporation, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the "Transfer Agent"). WHEREAS, the Transfer Agent is registered as such with the Securities and Exchange Commission (the "SEC"); and WHEREAS, the Fund is authorized to issue shares in separate series and classes, with each such series representing interests in a separate portfolio of securities and other assets and each such class having different distribution arrangements; and WHEREAS, the Fund on behalf of the retail and institutional share classes of each of the Portfolios thereof (the "Portfolios") desires to appoint the Transfer Agent as its transfer agent, and agent in connection with certain other activities, with respect to the Portfolios, and the Transfer Agent desires to accept such appointment; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT 1.01 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for the authorized and issued shares of beneficial interest of the Fund representing interests in the retail and institutional share classes of each of the respective Portfolios ("Shares"), dividend disbursing agent, and agent in connection with any accumulation or similar plans provided to shareholders of each of the Portfolios (the "Shareholders"), including without limitation any periodic investment plan or periodic withdrawal program, as provided in the currently effective prospectus and statement of additional information (the "Prospectus") of the Fund on behalf of the Portfolios. 1.02 The Transfer Agent agrees that it will perform the following services: (a) The Transfer Agent shall, in accordance with procedures established from time to time by agreement between the Fund on behalf of each of the Portfolios, as applicable, and the Transfer Agent: (i) receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of the Fund authorized pursuant to the Charter of the Fund (the "Custodian"); (ii) pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account; (iii) receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian; 3 (iv) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the Fund; (v) effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vi) prepare and transmit payments for dividends and distributions declared by the Fund on behalf of the Shares; (vii) maintain records of account for and advise the Fund and its Shareholders as to the foregoing; and (viii) record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which function shall be the sole responsibility of the Fund. (b) In addition to the services set forth in the above paragraph (a), the Transfer Agent shall: perform the customary services of a transfer agent, including but not limited to maintaining all Shareholder accounts, mailing Shareholder reports and prospectuses to current Shareholders, preparing and mailing confirmation forms and statements of accounts to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information. (c) Procedures as to who shall provide certain of these services may be established from time to time by agreement between the Fund on behalf of each Portfolio and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its other agents may perform these services on the Fund's behalf. 1.03 Pursuant to procedures established from time to time by agreement between the Fund and the Transfer Agent, the Transfer Agent may, as agent and acting on behalf of the Fund, enter into certain sub-transfer agency, omnibus account service, and sub-accounting agreements (collectively, "third-party servicing arrangements") whereby an intermediary agrees to provide individual shareholder and/or record keeping services with respect to investments in the Portfolios that would otherwise be required to be provided by the Transfer Agent hereunder, provided that such intermediary has entered or will concurrently enter into an Intermediary Agreement Regarding Compliance with SEC Rule 22c-2 in substantially the form approved by the Fund. Such third-party servicing arrangements may, but are not required to, further provide that such intermediaries may designate sub-agents for purposes of receiving orders for the purchase and redemption of Shares, provided that an intermediary appointing such a sub-agent remains contractually responsible for the receipt and processing of orders received by such sub-agent. The Fund, or the Transfer Agent as 4 agent for and on behalf of the Fund, shall maintain copies of all written agreements evidencing third-party servicing arrangements that are in effect, or that were in effect at any time during the past six years, in an easily accessible place. ARTICLE 2 FEES AND EXPENSES 2.01 For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent fees as set forth in Schedule A, attached hereto. Such fees and out-of-pocket expenses and advances identified under Section 2.02 below may be changed from time to time subject to mutual written agreement between the Fund and the Transfer Agent. 2.02 In addition to the fee paid under Section 2.01 above, the Fund agrees to reimburse the Transfer Agent for out-of-pocket expenses or advances incurred by the Transfer Agent for the items set out in the fee schedule attached hereto. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the Fund, will be reimbursed by the Fund on behalf of the applicable Shares. 2.03 The Fund agrees on behalf of each of the Portfolios to pay all fees and reimbursable expenses following the mailing of the respective billing notice. Postage for mailing of dividends, proxies, Fund reports and other mailings to all Shareholder accounts shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials. 2.04 The Fund agrees on behalf of each of the Portfolios to pay all fees payable under third-party servicing arrangements. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT The Transfer Agent represents and warrants to the Fund that: 3.01 It is a corporation duly organized and existing and in good standing under the laws of the state of Delaware. 3.02 It is duly qualified to carry on its business in Delaware and in Texas. 3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement. 3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. 3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. 3.06 It is registered as a Transfer Agent as required by the federal securities laws. 3.07 This Agreement is a legal, valid and binding obligation to it. 5 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND The Fund represents and warrants to the Transfer Agent that: 4.01 It is a statutory trust duly organized and existing and in good standing under the laws of Delaware. 4.02 It is empowered under applicable laws and by its Agreement and Declaration of Trust and By-Laws to enter into and perform this Agreement. 4.03 All corporate proceedings required by said Agreement and Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement. 4.04 It is a management investment company registered under the Investment Company Act of 1940, as amended. 4.05 A registration statement under the Securities Act of 1933, as amended on behalf of each of the Portfolios is currently effective and will remain effective, with respect to all Shares of the Fund being offered for sale. ARTICLE 5 INDEMNIFICATION 5.01 The Transfer Agent shall not be responsible for, and the Fund shall on behalf of the applicable Portfolio, indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct; (b) the Fund's lack of good faith, negligence or willful misconduct which arise out of the breach of any representation or warranty of the Fund hereunder; (c) the reliance on or use by the Transfer Agent or its agents or subcontractors of information, records and documents or services which (i) are received or relied upon by the Transfer Agent or its agents or subcontractors and/or furnished to it or performed by on behalf of the Fund, and (ii) have been prepared, maintained and/or performed by the Fund or any other person or firm on behalf of the Fund; provided such actions are taken in good faith and without negligence or willful misconduct; (d) the reliance on, or the carrying out by the Transfer Agent or its agents or subcontractors of any instructions or requests of the Fund on behalf of the applicable Portfolio; provided such actions are taken in good faith and without negligence or willful misconduct; or (e) the offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered 6 in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state. 5.02 The Transfer Agent shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by the Transfer Agent as result of the Transfer Agent's lack of good faith, negligence or willful misconduct. 5.03 At any time the Transfer Agent may apply to any officer of the Fund for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement, and the Transfer Agent and its agents or subcontractors shall not be liable to and shall be indemnified by the Fund on behalf of the applicable Portfolio for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Transfer Agent shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to the Transfer Agent or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. 5.04 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. 5.05 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder. 5.06 In order that the indemnification provisions contained in this Article 5 shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent. ARTICLE 6 COVENANTS OF THE FUND AND THE TRANSFER AGENT 6.01 The Fund shall, upon request, on behalf of each of the Portfolios promptly furnish to the Transfer Agent the following: (a) a certified copy of the resolution of the Board of Trustees of the Fund authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement; and 7 (b) a copy of the Agreement and Declaration of Trust and By-Laws of the Fund and all amendments thereto. 6.02 The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services to be performed by the Transfer Agent hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request. 6.03 The Transfer Agent and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. 6.04 In case of any requests or demands for the inspection of the Shareholder records of the Fund, the Transfer Agent will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. The Transfer Agent reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person. ARTICLE 7 TERMINATION OF AGREEMENT 7.01 This Agreement may be terminated by either party upon sixty (60) days written notice to the other. 7.02 Should the Fund exercise its right to terminate this Agreement, all out-of-pocket expenses associated with the movement of records and material will be borne by the Fund on behalf of the applicable Portfolios. Additionally, the Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination and/or a charge equivalent to the average of three (3) months' fees. ARTICLE 8 ADDITIONAL FUNDS 8.01 In the event that the Fund establishes one or more series of Shares in addition to the Portfolios with respect to which it desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder. ARTICLE 9 LIMITATION OF SHAREHOLDER LIABILITY 9.01 Notice is hereby given that this Agreement is being executed by the Fund by a duly authorized officer thereof acting as such as not individually. The obligations of this Agreement are not binding upon any of the Trustees, officers, shareholders or the investment advisor of the Fund individually but are binding only upon the assets and property belonging to 8 the Fund, on its own behalf or on behalf of a Portfolio, for the benefit of which the Trustees or officers have caused this Agreement to be executed. ARTICLE 10 ASSIGNMENT 10.01 Except as provided in Section 10.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. 10.02 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 10.03 The Transfer Agent may, without further consent on the part of the Fund, subcontract for the performance hereof with any entity which is duly registered as a transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of 1934 as amended ("Section 17A(c)(1)"); provided, however, that the Transfer Agent shall be as fully responsible to the Fund for the acts and omissions of any subcontractor as it is for its own acts and omissions. ARTICLE 11 AMENDMENT 11.01 This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees of the Fund. ARTICLE 12 TEXAS LAW TO APPLY 12.01 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Texas. ARTICLE 13 MERGER OF AGREEMENT 13.01 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written. ARTICLE 14 COUNTERPARTS 14.01 This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 9 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written. AIM EQUITY FUNDS By: /s/ Robert H. Graham ------------------------------------ President ATTEST: /s/ Jim A. Coppedge - ------------------------------------- Assistant Secretary AIM INVESTMENT SERVICES, INC. By: /s/ William J. Galvin, Jr. ------------------------------------ President ATTEST: /s/ Jim A. Coppedge - ------------------------------------- Assistant Secretary 10 SCHEDULE A 1. RETAIL SHARE CLASSES OPEN ACCOUNT FEE. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent an annualized fee for shareholder accounts holding Class A, A3, B, C, P, R, AIM Cash Reserve and Investor Class Shares that are open during any monthly period at a rate of $20.60. CLOSED ACCOUNT FEE. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent an annualized fee for shareholder accounts which previously held Class A, A3, B, C, P, R, AIM Cash Reserve and Investor Class Shares that were closed during any monthly period at a rate of $0.70, to be paid for twelve months following the date on which an account was closed. DETERMINING NUMBER OF BILLABLE ACCOUNTS. The Open Account Fee and the Closed Account Fee shall be paid only with respect to accounts serviced directly by the Transfer Agent and not with respect to accounts serviced by third parties pursuant to omnibus account service or sub-accounting agreements, as provided in Section 2.04 of the Agreement. BILLING OF FEES. Both the Open and Closed Account Fees shall be billed by the Transfer Agent monthly in arrears on a prorated basis of 1/12 of the annualized fee for all such accounts. 2. INSTITUTIONAL SHARE CLASSES ACCOUNTS SERVICED BY THE TRANSFER AGENT. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of the Institutional Class Shares of each Portfolio to pay the Transfer Agent a fee equal to $2.00 per trade executed, to be billed monthly in arrears. CAP ON TRANSFER AGENCY FEES AND EXPENSES. The Transfer Agent agrees to waive the right to collect any fee or reimbursement to which it is entitled hereunder to the extent that collecting such fee or reimbursement would cause the fees and expenses incurred hereunder by the Institutional Class Shares of any given Portfolio to exceed 0.10% of the average net assets attributable to such Class of such Portfolio. 3. INVESTMENT CREDITS The total fees due to the Transfer Agent from all funds affiliated with the Fund shall be reduced by an amount equal to the investment income earned by the Transfer Agent, if any, on the balances of the disbursement accounts for those funds. Such credits shall first be allocated to the Institutional Class, if any, of a Portfolio based upon the number of accounts holding shares of such Class relative to the total number of accounts holding all Classes of shares in the Portfolio. The Portfolio's remaining fiscal year-to-date credits shall be allocated among accounts holding Class A, A3, B, C, P, R, AIM Cash Reserve and Investor Class Shares, as applicable, on the basis of fiscal 11 year-to-date average net assets. 4. OUT-OF-POCKET EXPENSES The Fund shall reimburse the Transfer Agent monthly for applicable out-of-pocket expenses relating to the procurement of the following goods and services, as they relate to the performance of the Transfer Agent's obligations set forth in Article I of the Agreement, including, but not limited to: (a) Remote access, license and usage charges paid by the Transfer Agent for use of shareholder record keeping and related systems provided by DST Systems, Inc., and used by the Transfer Agent to service Shareholder accounts, including but not limited to: (i) TA2000(R), the record keeping system on which records related to most Shareholder accounts will be maintained; (ii) TRAC2000(R), the record keeping system on which records related to Shareholder accounts held by and through employer-sponsored retirement plans are maintained; (iii) Automated Work Distributor(TM), a document imaging, storage and distribution system; (iv) Financial Access Network, a computer system and related software applications which will provide the necessary interfaces to allow customers to access account information residing on the TA2000 and TRAC2000 systems through aiminvestments.com; (v) PowerSelect(TM), a reporting database that the Transfer Agent can query to produce reports derived from Shareholder account data residing on the TA2000 and TRAC2000 systems; and (vi) Client specific system enhancements. (b) Computer and data processing and storage equipment, communication lines and equipment, printers and other equipment used in connection with the provision of services hereunder, and any expenses incurred in connection with the installation and use of such equipment and lines. (c) Microfiche, microfilm and electronic image scanning equipment. (d) Electronic data and image storage media and related storage costs. (e) Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors. (f) Telephone and telecommunication costs, including all lease, maintenance and line costs. (g) Programming costs, system access and usage fees, electronic presentment service fees, data and document delivery fees, and other related fees and costs which relate to the printing and delivery of the following documents to Shareholders and to each Shareholder's broker of record: (i) Investment confirmations; (ii) Periodic account statements; (iii) Tax forms; and 12 (iv) Redemption checks. (h) Printing costs, including, without limitation, the costs associated with printing stationery, envelopes, share certificates, checks, investment confirmations, periodic account statements, and tax forms. (i) Postage (bulk, pre-sort, ZIP+4, bar coding, first class), certified and overnight mail and private delivery services, courier services and related insurance. (j) Certificate insurance. (k) Banking charges, including without limitation, incoming and outgoing wire charges and charges associated with the receipt and processing of government allotments. (l) Check writing fees. (m) Federal Reserve charges for check clearance. (n) Rendering fees. (o) Audit, consulting and legal fees which relate to the provision of service hereunder. (p) Shareholder information and education mailings, including, but not limited to, periodic shareholder newsletters and tax guides. (q) Duplicate services; (r) Such other miscellaneous expenses reasonably incurred by the Transfer Agent in performing its duties and responsibilities. (s) Due diligence mailings. (t) Ad hoc reports. The Fund agrees that postage and mailing expenses will be paid on the day of or prior to mailing. In addition, the Fund will promptly reimburse the Transfer Agent for any other unscheduled expenses incurred by the Transfer Agent whenever the Fund and the Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Transfer Agent as part of its duties and obligations under the Agreement. Out-of-pocket expenses incurred by the Transfer Agent hereunder shall first be allocated among the series portfolios of the AIM Funds based upon the number of open accounts holding shares in such portfolios. Such out-of-pocket expenses that have been allocated to a Portfolio shall be further allocated to the Institutional Class, if any, of such Portfolio based upon the number of accounts holding shares of such Class relative to the total number of accounts holding shares of all Classes in the Portfolio. The remaining amount of the Portfolio's fiscal year-to-date out-of-pocket expenses shall be further allocated among accounts holding Class A, A3, B, C, P, R, AIM Cash Reserve and Investor Class Shares, as applicable, on the basis of fiscal year-to-date average net assets. 5. DEFINITIONS As used in this Fee Schedule, "AIM Funds" shall mean all investment companies and their series portfolios, if any, comprising, from time to time, the AIM Family of Funds.(R) 13 EX-99.H3 26 h43124bexv99wh3.txt SECOND AMENDED MASTER ADMINISTRATIVE SERVICE AGREEMENT SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT This SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made this 1st day of July, 2006 by and between A I M ADVISORS, INC., a Delaware corporation (the "Administrator") and AIM EQUITY FUNDS, a Delaware statutory trust (the "Trust") with respect to the separate series set forth in Appendix A to this Agreement, as the same may be amended from time to time (the "Portfolios"). WITNESSETH: WHEREAS, the Trust is an open-end investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Trust, on behalf of the Portfolios, has retained the Administrator to perform (or arrange for the performance of) accounting, shareholder servicing and other administrative services as well as investment advisory services to the Portfolios, and that the Administrator may receive reasonable compensation or may be reimbursed for its costs in providing such additional services, upon the request of the Board of Trustees and upon a finding by the Board of Trustees that the provision of such services is in the best interest of the Portfolios and their shareholders; and WHEREAS, the Board of Trustees has found that the provision of such administrative services is in the best interest of the Portfolios and their shareholders, and has requested that the Administrator perform such services; NOW, THEREFORE, the parties hereby agree as follows: 1. The Administrator hereby agrees to provide, or arrange for the provision of, any or all of the following services by the Administrator or its affiliates: (a) the services of a principal financial officer of the Trust (including related office space, facilities and equipment) whose normal duties consist of maintaining the financial accounts and books and records of the Trust and the Portfolios, including the review of daily net asset value calculations and the preparation of tax returns; and the services (including related office space, facilities and equipment) of any of the personnel operating under the direction of such principal financial officer; (b) to the extent not otherwise required under the Administrator's investment advisory agreement with the Trust, supervising the operations of the custodian(s), transfer agent(s) or dividend agent(s) for the Portfolios; or otherwise providing services to shareholders of the Portfolios; and (c) to the extent not otherwise required under the Administrator's investment advisory agreement with the Trust, such other administrative services as may be furnished from time to time by the Administrator to the Trust or the Portfolios at the request of the Trust's Board of Trustees, provided, however, that nothing in this Agreement shall require the Administrator to pay (i) the salary or other compensation of the senior officer of the Trust appointed pursuant to the New York Attorney General's Assurance of Discontinuance applicable to A I M Advisors, Inc. dated October 8, 2004; or (ii) the salary or other compensation (or any portion of 1 such salary or other compensation) of any other officer of the Trust that the Trust's Board of Trustees has agreed should be paid by the Trust or the Portfolios so long as such agreement is evidenced by a resolution of the Board of Trustees. 2. The services provided hereunder shall at all times be subject to the direction and supervision of the Trust's Board of Trustees. 3. As full compensation for the services performed and the facilities furnished by or at the direction of the Administrator, the Trust, on behalf of the Portfolios, shall pay the Administrator in accordance with the Fee Schedule as set forth in Appendix A attached hereto. Such amounts shall be paid to the Administrator on a monthly basis. 4. The Administrator shall not be liable for any error of judgment or for any loss suffered by the Trust or the Portfolios in connection with any matter to which this Agreement relates, except a loss resulting from the Administrator's willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement. 5. The Trust and the Administrator each hereby represent and warrant, but only as to themselves, that each has all requisite authority to enter into, execute, deliver and perform its obligations under this Agreement and that this Agreement is legal, valid and binding, and enforceable in accordance with its terms. 6. Nothing in this Agreement shall limit or restrict the rights of any director, officer or employee of the Administrator who may also be a trustee, officer or employee of the Trust to engage in any other business or to devote his time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the right of the Administrator to engage in any other business or to render services of any kind to any other corporation, firm, individual or association. 7. This Agreement shall become effective with respect to a Portfolio on the Effective Date for such Portfolio, as set forth in Appendix A attached hereto. This Agreement shall continue in effect until June 30, 2007, and may be continued from year to year thereafter, provided that the continuation of the Agreement is specifically approved at least annually: (a) (i) by the Trust's Board of Trustees or (ii) by the vote of "a majority of the outstanding voting securities" of such Portfolio (as defined in Section 2(a)(42) of the 1940 Act); and (b) by the affirmative vote of a majority of the trustees who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of a party to this Agreement (other than as trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose. This Agreement shall terminate automatically in the event of its assignment (as defined in Section 2(a) (4) of the 1940 Act). 8. This Agreement may be amended or modified with respect to one or more Portfolios, but only by a written instrument signed by both the Trust and the Administrator. 9. Notice is hereby given that, as provided by applicable law, the obligations of or arising out of this Agreement are not binding upon any of the shareholders of the Trust individually 2 but are binding only upon the assets and property of the Trust and that the shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation on personal liability as stockholders of private corporations for profit. 10. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (a) to the Administrator at Eleven Greenway Plaza, Suite 100, Houston, Texas 77046, Attention: President, with a copy to the General Counsel, or (b) to the Trust at Eleven Greenway Plaza, Suite 100, Houston, Texas 77046, Attention: President, with a copy to the General Counsel. 11. This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. 12. This Agreement shall be governed by and construed in accordance with the laws (without reference to conflicts of law provisions) of the State of Texas. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written. A I M ADVISORS, INC. Attest: /s/ P. Michelle Grace By: /s/ Philip A. Taylor ----------------------------- ------------------------------------ Assistant Secretary Philip A. Taylor President (SEAL) AIM EQUITY FUNDS Attest: /s/ P. Michelle Grace By: /s/ Robert H. Graham ----------------------------- ------------------------------------ Assistant Secretary Robert H. Graham President (SEAL) 3 APPENDIX A FEE SCHEDULE TO SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT OF AIM EQUITY FUNDS
PORTFOLIOS EFFECTIVE DATE OF AGREEMENT - ---------- --------------------------- AIM Capital Development Fund July 1, 2006 AIM Charter Fund July 1, 2006 AIM Constellation Fund July 1, 2006 AIM Diversified Dividend Fund July 1, 2006 AIM Large Cap Basic Value Fund July 1, 2006 AIM Large Cap Growth Fund July 1, 2006 AIM Select Basic Value Fund July 1, 2006
The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:
Rate* Net Assets - ----- ------------------ 0.023% First $1.5 billion 0.013% Next $1.5 billion 0.003% Over $3 billion
* Annual minimum fee is $50,000. An additional $10,000 per class of shares is charged for each class other than the initial class. The $10,000 class fee is waived for any of the above Portfolios with insufficient assets to result in the payment of more than the minimum fee of $50,000. 4 EX-99.H5 27 h43124bexv99wh5.txt MEMORANDUM OF AGREEMENT MEMORANDUM OF AGREEMENT (EXPENSE LIMITATIONS) This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (the "Exhibits"), between AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Stock Funds, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust (each a "Trust" or, collectively, the "Trusts"), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the "Funds"), and A I M Advisors, Inc. ("AIM"). This Memorandum of Agreement restates the Memorandum of Agreement dated July 1, 2006 between AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Stock Funds, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust. AIM shall and hereby agrees to waive fees or reimburse expenses of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibits. For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and AIM agree as follows: For the Contractual Limits (listed in Exhibits A - E), the Trusts and AIM agree until at least the date set forth on the attached Exhibits A - E (the "Expiration Date") that AIM will waive its fees or reimburse expenses to the extent that expenses of a class of a Fund (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the Funds' Board of Trustees; and (vi) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable) exceed the rate, on an annualized basis, set forth on the Exhibits of the average daily net assets allocable to such class. With regard to the Contractual Limits, the Board of Trustees and AIM may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. AIM will not have any right to reimbursement of any amount so waived or reimbursed. For the Contractual Limits, each of the Trusts and AIM agree to review the then-current expense limitations for each class of each Fund listed on the Exhibits on a date prior to the Expiration Date to determine whether such limitations should be amended, continued or terminated. The expense limitations will expire upon the Expiration Date unless the Trust and AIM have agreed to continue them. The Exhibits will be amended to reflect any such agreement. For the Voluntary Limits (listed in Exhibits A - E), the Trusts and AIM agree that these are not contractual in nature and that AIM may establish, amend and/or terminate such expense limitations at any time in its sole discretion after consultation with the Funds' Board of Trustees. Any delay or failure by AIM to update this Memorandum of Agreement with regards to the terminations, extensions, or expirations of the Voluntary Limits shall have no effect on the term of such Voluntary Limitations; the Voluntary Limitations are listed herein for informational purposes only. It is expressly agreed that the obligations of each Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of each Fund, as provided in each Trust's Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of the Trusts, and this Memorandum of Agreement has been executed and delivered by an authorized officer of the Trusts acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust. 1 IN WITNESS WHEREOF, each of the Trusts and AIM have entered into this Memorandum of Agreement as of the Effective Date on the attached Exhibits. AIM COUNSELOR SERIES TRUST AIM EQUITY FUNDS AIM FUNDS GROUP AIM GROWTH SERIES AIM INTERNATIONAL MUTUAL FUNDS AIM INVESTMENT FUNDS AIM INVESTMENT SECURITIES FUNDS AIM SECTOR FUNDS AIM STOCK FUNDS AIM TAX-EXEMPT FUNDS AIM VARIABLE INSURANCE FUNDS on behalf of the Funds listed in the Exhibits to this Memorandum of Agreement By: /s/ Philip A. Taylor ------------------------------------ Title: President SHORT-TERM INVESTMENTS TRUST TAX-FREE INVESTMENTS TRUST on behalf of the Funds listed in the Exhibits to this Memorandum of Agreement By: /s/ Karen Dunn Kelley ------------------------------------ Title: President A I M Advisors, Inc. By: /s/ Philip A. Taylor ------------------------------------ Title: President 2 as of January 31, 2007 EXHIBIT "A" - RETAIL FUNDS(1) FUNDS WITH FISCAL YEAR END OF MARCH 31 AIM SECTOR FUNDS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- AIM Energy Fund Class A Shares Voluntary 1.55% July 1, 2005 N/A(2) Class B Shares Voluntary 2.30% August 12, 2003 N/A(2) Class C Shares Voluntary 2.30% August 12, 2003 N/A(2) Investor Class Shares Voluntary 1.55% April 1, 2005 N/A(2) Institutional Class Shares Voluntary 1.30% January 31, 2006 N/A(2) AIM Financial Services Fund Class A Shares Voluntary 1.30% July 1, 2005 N/A(2) Class B Shares Voluntary 2.05% August 12, 2003 N/A(2) Class C Shares Voluntary 2.05% April 1, 2005 N/A(2) Investor Class Shares Voluntary 1.30% April 1, 2005 N/A(2) AIM Leisure Fund Class A Shares Voluntary 1.40% July 1, 2005 N/A(2) Class B Shares Voluntary 2.15% August 12, 2003 N/A(2) Class C Shares Voluntary 2.15% April 1, 2005 N/A(2) Class R Shares Voluntary 1.65% October 25, 2005 N/A(2) Investor Class Shares Voluntary 1.40% April 1, 2005 N/A(2) AIM Technology Fund Class A Shares Contractual 1.55% July 1, 2005 June 30, 2007 Class B Shares Contractual 2.30% July 1, 2005 June 30, 2007 Class C Shares Contractual 2.30% July 1, 2005 June 30, 2007 Investor Class Shares Contractual 1.55% July 1, 2005 June 30, 2007 Institutional Class Shares Contractual 1.30% July 1, 2005 June 30, 2007 AIM Utilities Fund Class A Shares Contractual 1.30% April 1, 2006 June 30, 2007 Class B Shares Contractual 2.05% April 1, 2006 June 30, 2007 Class C Shares Contractual 2.05% April 1, 2006 June 30, 2007 Investor Class Shares Contractual 1.30% April 1, 2006 June 30, 2007 Institutional Class Shares Contractual 1.05% April 1, 2006 June 30, 2007
AIM TAX-EXEMPT FUNDS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- AIM High Income Municipal Fund Class A Shares Voluntary 0.65% April 1, 2006 N/A(2) Class B Shares Voluntary 1.40% April 1, 2006 N/A(2) Class C Shares Voluntary 1.40% April 1, 2006 N/A(2)
See page 9 for footnotes to Exhibit A. 3 as of January 31, 2007 FUNDS WITH FISCAL YEAR END OF JULY 31 AIM INVESTMENT SECURITIES FUNDS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- AIM Global Real Estate Fund Class A Shares Contractual 1.40% July 1, 2005 June 30, 2007 Class B Shares Contractual 2.15% April 29, 2005 June 30, 2007 Class C Shares Contractual 2.15% April 29, 2005 June 30, 2007 Class R Shares Contractual 1.65% April 29, 2005 June 30, 2007 Institutional Class Shares Contractual 1.15% April 29, 2005 June 30, 2007 AIM Short Term Bond Fund Class A Shares Contractual 0.85% July 1, 2005 June 30, 2007 Class C Shares Contractual 1.10%(3) February 1, 2006 June 30, 2007 Class R Shares Contractual 1.10% August 30, 2002 June 30, 2007 Institutional Class Shares Contractual 0.60% August 30, 2002 June 30, 2007 AIM Total Return Bond Fund Class A Shares Contractual 1.15% July 1, 2005 June 30, 2007 Class B Shares Contractual 1.90% July 1, 2002 June 30, 2007 Class C Shares Contractual 1.90% July 1, 2002 June 30, 2007 Class R Shares Contractual 1.40% July 1, 2002 June 30, 2007 Institutional Class Shares Contractual 0.90% July 1, 2002 June 30, 2007 AIM Total Return Bond Fund Class A Shares Voluntary 1.00% July 1, 2002 N/A(2) Class B Shares Voluntary 1.75% July 1, 2002 N/A(2) Class C Shares Voluntary 1.75% July 1, 2002 N/A(2) Class R Shares Voluntary 1.25% April 30, 2004 N/A(2) Institutional Class Shares Voluntary 0.75% April 30, 2004 N/A(2)
AIM STOCK FUNDS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- AIM Dynamics Fund Class A Shares Contractual 1.90% July 1, 2005 July 31, 2006 Class B Shares Contractual 2.65% August 12, 2003 July 31, 2006 Class C Shares Contractual 2.65% August 12, 2003 July 31, 2006 Class R Shares Contractual 2.15% October 25, 2005 July 31, 2006 Investor Class Shares Contractual 1.90% August 12, 2003 July 31, 2006 Institutional Class Shares Contractual 1.65% August 12, 2003 July 31, 2006 AIM Dynamics Fund Class A Shares Voluntary 1.20% July 1, 2005 N/A(2) Class B Shares Voluntary 1.95% August 12, 2003 N/A(2) Class C Shares Voluntary 1.95% August 12, 2003 N/A(2) Class R Shares Voluntary 1.45% October 25, 2005 N/A(2) Investor Class Shares Voluntary 1.20% August 12, 2003 N/A(2) Institutional Class Shares Voluntary 0.95% August 12, 2003 N/A(2) AIM S&P 500 Index Fund Investor Class Shares Contractual 0.60% August 1, 2005 June 30, 2007 Institutional Class Shares Contractual 0.35% August 12, 2003 June 30, 2007
See page 9 for footnotes to Exhibit A. 4 as of January 31, 2007 FUNDS WITH FISCAL YEAR END OF AUGUST 31 AIM COUNSELOR SERIES TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- AIM Floating Rate Fund Class A Shares Voluntary 1.50% April 14, 2006 N/A(2) Class B1 Shares Voluntary 1.50% May 1, 1997 N/A(2) Class C Shares Voluntary 2.00% April 14, 2006 N/A(2) Class R Shares Voluntary 1.75% April 14, 2006 N/A(2) Institutional Class Shares Voluntary 1.25% April 14, 2006 N/A(2) AIM Multi-Sector Fund Class A Shares Contractual 1.90% July 1, 2005 August 31, 2006 Class B Shares Contractual 2.65% August 12, 2003 August 31, 2006 Class C Shares Contractual 2.65% August 12, 2003 August 31, 2006 Institutional Class Shares Contractual 1.65% August 12, 2003 August 31, 2006 AIM Structured Core Fund Class A Contractual 1.00% March 31, 2006 June 30, 2007 Class B Contractual 1.75% March 31, 2006 June 30, 2007 Class C Contractual 1.75% March 31, 2006 June 30, 2007 Class R Contractual 1.25% March 31, 2006 June 30, 2007 Institutional Class Contractual 0.75% March 31, 2006 June 30, 2007 AIM Structured Growth Fund Class A Contractual 1.00% March 31, 2006 June 30, 2007 Class B Contractual 1.75% March 31, 2006 June 30, 2007 Class C Contractual 1.75% March 31, 2006 June 30, 2007 Class R Contractual 1.25% March 31, 2006 June 30, 2007 Institutional Class Contractual 0.75% March 31, 2006 June 30, 2007 AIM Structured Value Fund Class A Contractual 1.00% March 31, 2006 June 30, 2007 Class B Contractual 1.75% March 31, 2006 June 30, 2007 Class C Contractual 1.75% March 31, 2006 June 30, 2007 Class R Contractual 1.25% March 31, 2006 June 30, 2007 Institutional Class Contractual 0.75% March 31, 2006 June 30, 2007
FUNDS WITH FISCAL YEAR END OF OCTOBER 31 AIM EQUITY FUNDS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- AIM Capital Development Fund Class A Shares Voluntary 1.55% July 18, 2005 N/A(2) Class B Shares Voluntary 2.30% July 18, 2005 N/A(2) Class C Shares Voluntary 2.30% July 18, 2005 N/A(2) Class R Shares Voluntary 1.80% July 18, 2005 N/A(2) Investor Class Shares Voluntary 1.55% July 18, 2005 N/A(2) Institutional Class Shares Voluntary 1.30% July 18, 2005 N/A(2) AIM Diversified Dividend Fund Class A Shares Contractual 1.40% July 1, 2005 June 30, 2007 Class B Shares Contractual 2.15% May 2, 2003 June 30, 2007 Class C Shares Contractual 2.15% May 2, 2003 June 30, 2007 Class R Shares Contractual 1.65% October 25, 2005 June 30, 2007 Investor Class Shares Contractual 1.40% July 15, 2005 June 30, 2007 Institutional Class Shares Contractual 1.15% October 25, 2005 June 30, 2007
See page 9 for footnotes to Exhibit A. 5 as of January 31, 2007
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- AIM Diversified Dividend Fund Voluntary 1.00% May 2, 2003 N/A(2) Class A Shares Voluntary 1.65% May 2, 2003 N/A(2) Class B Shares Voluntary 1.65% May 2, 2003 N/A(2) Class C Shares Voluntary 1.25% October 25, 2005 N/A(2) Class R Shares Voluntary 1.00% July 15, 2005 N/A(2) Investor Class Shares Voluntary 0.75% October 25, 2005 N/A(2) Institutional Class Shares AIM Large Cap Basic Value Fund Class A Shares Contractual 1.22% July 1, 2005 June 30, 2007 Class B Shares Contractual 1.97% July 1, 2005 June 30, 2007 Class C Shares Contractual 1.97% July 1, 2005 June 30, 2007 Class R Shares Contractual 1.47% July 1, 2005 June 30, 2007 Investor Class Shares Contractual 1.22% July 1, 2005 June 30, 2007 Institutional Class Shares Contractual 0.97% July 1, 2005 June 30, 2007 AIM Large Cap Growth Fund Class A Shares Contractual 1.32% July 1, 2005 June 30, 2007 Class B Shares Contractual 2.07% July 1, 2005 June 30, 2007 Class C Shares Contractual 2.07% July 1, 2005 June 30, 2007 Class R Shares Contractual 1.57% July 1, 2005 June 30, 2007 Investor Class Shares Contractual 1.32% July 1, 2005 June 30, 2007 Institutional Class Shares Contractual 1.07% July 1, 2005 June 30, 2007 AIM Select Basic Value Fund Class A Shares Voluntary 1.75%(3) August 30, 2002 N/A(2) Class B Shares Voluntary 1.75%(3) August 30, 2002 N/A(2) Class C Shares Voluntary 1.75%(3) August 30, 2002 N/A(2)
AIM INTERNATIONAL MUTUAL FUNDS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- AIM International Core Equity Fund Class A Shares Contractual 2.00% July 1, 2005 October 31, 2006 Class B Shares Contractual 2.75% August 12, 2003 October 31, 2006 Class C Shares Contractual 2.75% August 12, 2003 October 31, 2006 Class R Shares Contractual 2.25% November 24, 2003 October 31, 2006 Investor Class Shares Contractual 2.00% August 12, 2003 October 31, 2006 Institutional Class Shares Contractual 1.75% April 30, 2004 October 31, 2006
AIM INVESTMENT FUNDS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- AIM China Fund Class A Shares Contractual 2.05% March 31, 2006 June 30, 2007 Class B Shares Contractual 2.80% March 31, 2006 June 30, 2007 Class C Shares Contractual 2.80% March 31, 2006 June 30, 2007 Institutional Class Shares Contractual 1.80% March 31, 2006 June 30, 2007
See page 9 for footnotes to Exhibit A. 6 as of January 31, 2007
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- AIM Developing Markets Fund Contractual 1.75% July 1, 2005 June 30, 2007 Class A Shares Contractual 2.50% July 1, 2002 June 30, 2007 Class B Shares Contractual 2.50% July 1, 2002 June 30, 2007 Class C Shares Contractual 1.50% October 25, 2005 June 30, 2007 Institutional Class Shares AIM Enhanced Short Bond Fund Class A Shares Contractual 0.85% March 31, 2006 June 30, 2007 Class C Shares Contractual 1.10%(3) March 31, 2006 June 30, 2007 Class R Shares Contractual 1.10% March 31, 2006 June 30, 2007 Institutional Class Shares Contractual 0.60% March 31, 2006 June 30, 2007 AIM Global Health Care Fund Class A Shares Voluntary 1.30% July 18, 2005 N/A(2) Class B Shares Voluntary 2.05% July 18, 2005 N/A(2) Class C Shares Voluntary 2.05% July 18, 2005 N/A(2) Investor Class Shares Voluntary 1.30% July 18, 2005 N/A(2) AIM International Bond Fund Class A Shares Contractual 1.10% March 31, 2006 June 30, 2007 Class B Shares Contractual 1.85% March 31, 2006 June 30, 2007 Class C Shares Contractual 1.85% March 31, 2006 June 30, 2007 Institutional Class Shares Contractual 0.85% March 31, 2006 June 30, 2007 AIM Japan Fund Class A Shares Contractual 1.70% March 31, 2006 June 30, 2007 Class B Shares Contractual 2.45% March 31, 2006 June 30, 2007 Class C Shares Contractual 2.45% March 31, 2006 June 30, 2007 Institutional Class Shares Contractual 1.45% March 31, 2006 June 30, 2007 AIM Trimark Endeavor Fund Class A Shares Contractual 1.90% July 1, 2005 June 30, 2007 Class B Shares Contractual 2.65% November 1, 2004 June 30, 2007 Class C Shares Contractual 2.65% November 1, 2004 June 30, 2007 Class R Shares Contractual 2.15% November 1, 2004 June 30, 2007 Institutional Class Shares Contractual 1.65% November 1, 2004 June 30, 2007 AIM Trimark Fund Class A Shares Contractual 2.15% July 1, 2005 June 30, 2007 Class B Shares Contractual 2.90% November 1, 2004 June 30, 2007 Class C Shares Contractual 2.90% November 1, 2004 June 30, 2007 Class R Shares Contractual 2.40% November 1, 2004 June 30, 2007 Institutional Class Shares Contractual 1.90% November 1, 2004 June 30, 2007 AIM Trimark Small Companies Fund Class A Shares Contractual 1.50% September 30, 2005 June 30, 2007 Class B Shares Contractual 2.25% September 30, 2005 June 30, 2007 Class C Shares Contractual 2.25% September 30, 2005 June 30, 2007 Class R Shares Contractual 1.75% September 30, 2005 June 30, 2007 Institutional Class Shares Contractual 1.25% September 30, 2005 June 30, 2007
See page 9 for footnotes to Exhibit A. 7 as of January 31, 2007 FUNDS WITH FISCAL YEAR END OF DECEMBER 31 AIM FUNDS GROUP
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- AIM Basic Balanced Fund Class A Shares Voluntary 1.25% July 18, 2005 N/A(2) Class B Shares Voluntary 2.00% July 18, 2005 N/A(2) Class C Shares Voluntary 2.00% July 18, 2005 N/A(2) Class R. Shares Voluntary 1.50% July 18, 2005 N/A(2) Investor Class Shares Voluntary 1.25% July 18, 2005 N/A(2) Institutional Class Shares Voluntary 1.00% July 18, 2005 N/A(2) AIM European Small Company Fund Class A Shares Contractual 1.90% July 1, 2005 June 30, 2007 Class B Shares Contractual 2.65% May 1, 2002 June 30, 2007 Class C Shares Contractual 2.65% May 1, 2002 June 30, 2007 AIM Global Value Fund Class A Shares Contractual 1.90% July 1, 2005 June 30, 2007 Class B Shares Contractual 2.65% May 1, 2002 June 30, 2007 Class C Shares Contractual 2.65% May 1, 2002 June 30, 2007 Institutional Class Shares Contractual 1.65% May 1, 2002 June 30, 2007 AIM International Small Company Fund Class A Shares Class B Shares Contractual 1.90% July 1, 2005 December 31, 2006 Class C Shares Contractual 2.65% May 1, 2002 December 31, 2006 Institutional Class Shares Contractual 2.65% May 1, 2002 December 31, 2006 Contractual 1.65% May 1, 2002 December 31, 2006 AIM Mid Cap Basic Value Fund Class A Shares Voluntary 1.70% July 1, 2005 N/A(2) Class B Shares Voluntary 2.45% December 31, 2001 N/A(2) Class C Shares Voluntary 2.45% December 31, 2001 N/A(2) Class R Shares Voluntary 1.95% December 31, 2001 N/A(2) Institutional Class Shares Voluntary 1.45% December 31, 2001 N/A(2)
AIM GROWTH SERIES
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- AIM Small Cap Growth Fund Class A Shares Contractual 1.90% April 10, 2006 July 31, 2006 Class B Shares Contractual 2.65% April 10, 2006 July 31, 2006 Class C Shares Contractual 2.65% April 10, 2006 July 31, 2006 Class R Shares Contractual 2.15% April 10, 2006 July 31, 2006 Investor Class Shares Contractual 1.90% April 10, 2006 July 31, 2006 Institutional Class Shares Contractual 1.65% April 10, 2006 July 31, 2006 AIM Small Cap Growth Fund Class A Shares Voluntary 1.50% April 10, 2006 N/A(2) Class B Shares Voluntary 2.25% April 10, 2006 N/A(2) Class C Shares Voluntary 2.25% April 10, 2006 N/A(2) Class R Shares Voluntary 1.75% April 10, 2006 N/A(2) Investor Class Shares Voluntary 1.50% April 10, 2006 N/A(2) Institutional Class Shares Voluntary 1.25% April 10, 2006 N/A(2)
See page 9 for footnotes to Exhibit A. 8 as of January 31, 2007
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ ----------------- AIM Global Equity Fund Class A Shares Contractual 1.75% July 1, 2005 June 30, 2007 Class B Shares Contractual 2.50% August 27, 1999 June 30, 2007 Class C Shares Contractual 2.50% August 27, 1999 June 30, 2007 Class R Shares Contractual 2.00% August 27, 1999 June 30, 2007 Institutional Class Shares Contractual 1.50% August 27, 1999 June 30, 2007
(1) The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate. (2) AIM may establish, amend or terminate voluntary waivers at any time in its sole discretion after consultation with the Trust. (3) The expense limit shown is the expense limit after Rule 12b-1 fee waivers by A I M Distributors, Inc. 9 as of January 31, 2007 EXHIBIT "B" - ASSET ALLOCATION FUNDS(1) AIM GROWTH SERIES
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION(2) CURRENT LIMIT DATE - ---- ------------ -------------------------------- ----------------- ------------- AIM Conservative Allocation Fund Class A Shares Contractual Limit Other Expenses to 0.23% of January 1, 2006 June 30, 2007 average daily net assets Class B Shares Contractual Limit Other Expenses to 0.23% of January 1, 2006 June 30, 2007 average daily net assets Class C Shares Contractual Limit Other Expenses to 0.23% of January 1, 2006 June 30, 2007 average daily net assets Class R Shares Contractual Limit Other Expenses to 0.23% of January 1, 2006 June 30, 2007 average daily net assets Institutional Class Shares Contractual Limit Other Expenses to 0.23% of January 1, 2006 June 30, 2007 average daily net assets AIM Growth Allocation Fund Class A Shares Contractual Limit Other Expenses to 0.21% of January 1, 2006 June 30, 2007 average daily net assets Class B Shares Contractual Limit Other Expenses to 0.21% of January 1, 2006 June 30, 2007 average daily net assets Class C Shares Contractual Limit Other Expenses to 0.21% of January 1, 2006 June 30, 2007 average daily net assets Class R Shares Contractual Limit Other Expenses to 0.21% of January 1, 2006 June 30, 2007 average daily net assets Institutional Class Shares Contractual Limit Other Expenses to 0.21% of January 1, 2006 June 30, 2007 average daily net assets AIM Income Allocation Fund Class A Contractual Limit Other Expenses to 0.03% of January 1, 2006 June 30, 2007 average daily net assets Class B Contractual Limit Other Expenses to 0.03% of January 1, 2006 June 30, 2007 average daily net assets Class C Contractual Limit Other Expenses to 0.03% of January 1, 2006 June 30, 2007 average daily net assets Class R Contractual Limit Other Expenses to 0.03% of January 1, 2006 June 30, 2007 average daily net assets Institutional Class Contractual Limit Other Expenses to 0.03% of January 1, 2006 June 30, 2007 average daily net assets
See page 14 for footnotes to Exhibit B. 10 as of January 31, 2007
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION(2) CURRENT LIMIT DATE - ---- ------------ -------------------------------- ----------------- ------------- AIM Independence Now Fund Class A Contractual Limit Other Expenses to 0.16% of January 31, 2007 June 30, 2008 average daily net assets Class B Contractual Limit Other Expenses to 0.16% of January 31, 2007 June 30, 2008 average daily net assets Class C Contractual Limit Other Expenses to 0.16% of January 31, 2007 June 30, 2008 average daily net assets Class R Contractual Limit Other Expenses to 0.16% of January 31, 2007 June 30, 2008 average daily net assets Institutional Class Contractual Limit Other Expenses to 0.16% of January 31, 2007 June 30, 2008 average daily net assets AIM Independence 2010 Fund Class A Contractual Limit Other Expenses to 0.17% of January 31, 2007 June 30, 2008 average daily net assets Class B Contractual Limit Other Expenses to 0.17% of January 31, 2007 June 30, 2008 average daily net assets Class C Contractual Limit Other Expenses to 0.17% of January 31, 2007 June 30, 2008 average daily net assets Class R Contractual Limit Other Expenses to 0.17% of January 31, 2007 June 30, 2008 average daily net assets Institutional Class Contractual Limit Other Expenses to 0.17% of January 31, 2007 June 30, 2008 average daily net assets AIM Independence 2020 Fund Class A Contractual Limit Other Expenses to 0.24% of January 31, 2007 June 30, 2008 average daily net assets Class B Contractual Limit Other Expenses to 0.24% of January 31, 2007 June 30, 2008 average daily net assets Class C Contractual Limit Other Expenses to 0.24% of January 31, 2007 June 30, 2008 average daily net assets Class R Contractual Limit Other Expenses to 0.24% of January 31, 2007 June 30, 2008 average daily net assets Institutional Class Contractual Limit Other Expenses to 0.24% of January 31, 2007 June 30, 2008 average daily net assets
See page 14 for footnotes to Exhibit B. 11 as of January 31, 2007
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION(2) CURRENT LIMIT DATE - ---- ------------ -------------------------------- ----------------- ------------- AIM Independence 2030 Fund Class A Contractual Limit Other Expenses to 0.24% of January 31, 2007 June 30, 2008 average daily net assets Class B Contractual Limit Other Expenses to 0.24% of January 31, 2007 June 30, 2008 average daily net assets Class C Contractual Limit Other Expenses to 0.24% of January 31, 2007 June 30, 2008 average daily net assets Class R Contractual Limit Other Expenses to 0.24% of January 31, 2007 June 30, 2008 average daily net assets Institutional Class Contractual Limit Other Expenses to 0.24% of January 31, 2007 June 30, 2008 average daily net assets AIM Independence 2040 Fund Class A Contractual Limit Other Expenses to 0.28% of January 31, 2007 June 30, 2008 average daily net assets Class B Contractual Limit Other Expenses to 0.28% of January 31, 2007 June 30, 2008 average daily net assets Class C Contractual Limit Other Expenses to 0.28% of January 31, 2007 June 30, 2008 average daily net assets Class R Contractual Limit Other Expenses to 0.28% of January 31, 2007 June 30, 2008 average daily net assets Institutional Class Contractual Limit Other Expenses to 0.28% of January 31, 2007 June 30, 2008 average daily net assets AIM Independence 2050 Fund Class A Contractual Limit Other Expenses to 0.28% of January 31, 2007 June 30, 2008 average daily net assets Class B Contractual Limit Other Expenses to 0.28% of January 31, 2007 June 30, 2008 average daily net assets Class C Contractual Limit Other Expenses to 0.28% of January 31, 2007 June 30, 2008 average daily net assets Class R Contractual Limit Other Expenses to 0.28% of January 31, 2007 June 30, 2008 average daily net assets Institutional Class Contractual Limit Other Expenses to 0.28% of January 31, 2007 June 30, 2008 average daily net assets
See page 14 for footnotes to Exhibit B. 12 as of January 31, 2007
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION(2) CURRENT LIMIT DATE - ---- ------------ -------------------------------- ----------------- ------------- AIM International Allocation Fund Class A Contractual Limit Other Expenses to 0.18% of October 31, 2005 June 30, 2007 average daily net assets Class B Contractual Limit Other Expenses to 0.18% of October 31, 2005 June 30, 2007 average daily net assets Class C Contractual Limit Other Expenses to 0.18% of October 31, 2005 June 30, 2007 average daily net assets Class R Contractual Limit Other Expenses to 0.18% of October 31, 2005 June 30, 2007 average daily net assets Institutional Class Contractual Limit Other Expenses to 0.18% of October 31, 2005 June 30, 2007 average daily net assets AIM Moderate Allocation Fund Class A Shares Contractual Limit Other Expenses to 0.12% of January 1, 2006 June 30, 2007 average daily net assets Class B Shares Contractual Limit Other Expenses to 0.12% of January 1, 2006 June 30, 2007 average daily net assets Class C Shares Contractual Limit Other Expenses to 0.12% of January 1, 2006 June 30, 2007 average daily net assets Class R Shares Contractual Limit Other Expenses to 0.12% of January 1, 2006 June 30, 2007 average daily net assets Institutional Class Shares Contractual Limit Other Expenses to 0.12% of January 1, 2006 June 30, 2007 average daily net assets AIM Moderate Growth Allocation Fund Class A Shares Contractual Limit Other Expenses to 0.12% of April 29, 2005 June 30, 2007 average daily net assets Class B Shares Contractual Limit Other Expenses to 0.12% of April 29, 2005 June 30, 2007 average daily net assets Class C Shares Contractual Limit Other Expenses to 0.12% of April 29, 2005 June 30, 2007 average daily net assets Class R Shares Contractual Limit Other Expenses to 0.12% of April 29, 2005 June 30, 2007 average daily net assets Institutional Class Shares Contractual Limit Other Expenses to 0.12% of April 29, 2005 June 30, 2007 average daily net assets
See page 14 for footnotes to Exhibit B. 13 as of January 31, 2007
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION(2) CURRENT LIMIT DATE - ---- ------------ -------------------------------- ----------------- ------------- AIM Moderately Conservative Allocation Fund Class A Shares Contractual Limit Other Expenses to 0.14% of April 29, 2005 June 30, 2007 average daily net assets Class B Shares Contractual Limit Other Expenses to 0.14% of April 29, 2005 June 30, 2007 average daily net assets Class C Shares Contractual Limit Other Expenses to 0.14% of April 29, 2005 June 30, 2007 average daily net assets Class R Shares Contractual Limit Other Expenses to 0.14% of April 29, 2005 June 30, 2007 average daily net assets Institutional Class Shares Contractual Limit Other Expenses to 0.14% of April 29, 2005 June 30, 2007 average daily net assets
(1) Other expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the same amount established for Class A shares. (2) Other Expenses are defined as all normal operating expenses of the fund, excluding management fees and 12b-1 expenses, if any. The expense limitation is subject to the exclusions as listed in the Memorandum of Agreement. 14 as of January 31, 2007 EXHIBIT "C" - INSTITUTIONAL MONEY MARKET FUNDS(1, 2) FUNDS WITH FISCAL YEAR END OF MARCH 31 TAX-FREE INVESTMENTS TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- ------------- Tax-Free Cash Reserve Portfolio(3) Cash Management Class Contractual 0.22% June 30, 2005 June 30, 2007 Corporate Class Contractual 0.22% June 30, 2005 June 30, 2007 Institutional Class Contractual 0.22% June 30, 2005 June 30, 2007 Personal Investment Class Contractual 0.22% June 30, 2005 June 30, 2007 Private Investment Class Contractual 0.22% June 30, 2005 June 30, 2007 Reserve Class Contractual 0.22% June 30, 2005 June 30, 2007 Resource Class Contractual 0.22% June 30, 2005 June 30, 2007
FUNDS WITH FISCAL YEAR END OF AUGUST 31 SHORT-TERM INVETMENTS TRUST
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ----------------- ------------- Government & Agency Portfolio Cash Management Class Contractual 0.12% June 30, 2005 June 30, 2007 Corporate Class Contractual 0.12% June 30, 2005 June 30, 2007 Institutional Class Contractual 0.12% June 30, 2005 June 30, 2007 Personal Investment Class Contractual 0.12% June 30, 2005 June 30, 2007 Private Investment Class Contractual 0.12% June 30, 2005 June 30, 2007 Reserve Class Contractual 0.12% June 30, 2005 June 30, 2007 Resource Class Contractual 0.12% June 30, 2005 June 30, 2007 Government TaxAdvantage Portfolio Cash Management Class Contractual 0.12% June 30, 2005 June 30, 2007 Corporate Class Contractual 0.12% June 30, 2005 June 30, 2007 Institutional Class Contractual 0.12% June 30, 2005 June 30, 2007 Personal Investment Class Contractual 0.12% June 30, 2005 June 30, 2007 Private Investment Class Contractual 0.12% June 30, 2005 June 30, 2007 Reserve Class Contractual 0.12% June 30, 2005 June 30, 2007 Resource Class Contractual 0.12% June 30, 2005 June 30, 2007 Liquid Assets Portfolio Cash Management Class Contractual 0.12% June 30, 2005 June 30, 2007 Corporate Class Contractual 0.12% June 30, 2005 June 30, 2007 Institutional Class Contractual 0.12% June 30, 2005 June 30, 2007 Personal Investment Class Contractual 0.12% June 30, 2005 June 30, 2007 Private Investment Class Contractual 0.12% June 30, 2005 June 30, 2007 Reserve Class Contractual 0.12% June 30, 2005 June 30, 2007 Resource Class Contractual 0.12% June 30, 2005 June 30, 2007
See page 16 for footnotes to Exhibit C. 15 as of January 31, 2007
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ -------------- STIC Prime Portfolio Contractual 0.12% June 30, 2005 June 30, 2007 Cash Management Class Contractual 0.12% June 30, 2005 June 30, 2007 Corporate Class Contractual 0.12% June 30, 2005 June 30, 2007 Institutional Class Contractual 0.12% June 30, 2005 June 30, 2007 Personal Investment Class Contractual 0.12% June 30, 2005 June 30, 2007 Private Investment Class Contractual 0.12% June 30, 2005 June 30, 2007 Reserve Class Contractual 0.12% June 30, 2005 June 30, 2007 Resource Class Treasury Portfolio Cash Management Class Contractual 0.12% June 30, 2005 June 30, 2007 Corporate Class Contractual 0.12% June 30, 2005 June 30, 2007 Institutional Class Contractual 0.12% June 30, 2005 June 30, 2007 Personal Investment Class Contractual 0.12% June 30, 2005 June 30, 2007 Private Investment Class Contractual 0.12% June 30, 2005 June 30, 2007 Reserve Class Contractual 0.12% June 30, 2005 June 30, 2007 Resource Class Contractual 0.12% June 30, 2005 June 30, 2007
(1) The expense limit shown excludes Rule 12b-1 fees. (2) The expense rate excluding 12b-1 fees of any class of shares established after the date of this Memorandum of Agreement will be the same as existing classes. (3) The expense limitation also excludes Trustees' fees and federal registration expenses. 16 as of January 31, 2007 EXHIBIT "D" - VARIABLE INSURANCE FUNDS AIM VARIABLE INSURANCE FUNDS
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ -------------- AIM V.I. Basic Balanced Fund Series I Shares Contractual 0.91% July 1, 2005 April 30, 2008 Series II Shares Contractual 1.16% July 1, 2005 April 30, 2008 AIM V.I. Basic Value Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2008 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2008 AIM V.I. Capital Appreciation Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2008 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2008 AIM V.I. Capital Development Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2008 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2008 AIM V.I. Core Equity Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2008 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2008 AIM V.I. Demographic Trends Fund Series I Shares Contractual 1.01% July 1, 2005 April 30, 2008 Series II Shares Contractual 1.26% July 1, 2005 April 30, 2008 AIM V.I. Diversified Dividend Fund Series I Shares Contractual 1.00% May 1, 2006 April 30, 2008 Series II Shares Contractual 1.25% May 1, 2006 April 30, 2008 AIM V.I. Diversified Income Fund Series I Shares Contractual 0.75% July 1, 2005 April 30, 2008 Series II Shares Contractual 1.00% July 1, 2005 April 30, 2008 AIM V.I. Dynamics Fund Series I Shares Contractual 1.30% April 30, 2004 April 30, 2008 Series II Shares Contractual 1.45% April 30, 2004 April 30, 2008 AIM V.I. Financial Services Fund Series I Shares Contractual 1.30% April 30, 2004 April 30, 2008 Series II Shares Contractual 1.45% April 30, 2004 April 30, 2008 AIM V.I. Global Equity Fund Series I Shares Contractual 1.10% May 1, 2006 April 30, 2008 Series II Shares Contractual 1.35% May 1, 2006 April 30, 2008 AIM V.I. Global Health Care Fund Series I Shares Contractual 1.30% April 30, 2004 April 30, 2008
See page 19 for footnotes to Exhibit D. 17 as of January 31, 2007
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ -------------- Series II Shares Contractual 1.45% April 30, 2004 April 30, 2008 AIM V.I. Government Securities Fund Series I Shares Contractual 0.73% July 1, 2005 April 30, 2008 Series II Shares Contractual 0.98% July 1, 2005 April 30, 2008 AIM V.I. High Yield Fund Series I Shares Contractual 0.95% July 1, 2005 April 30, 2008 Series II Shares Contractual 1.20% April 30, 2004 April 30, 2008 AIM V.I. International Core Equity Fund Series I Shares Contractual 1.10% May 1, 2006 April 30, 2008 Series II Shares Contractual 1.35% May 1, 2006 April 30, 2008 AIM V.I. International Growth Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2008 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2008 AIM V.I. Large Cap Growth Fund Series I Shares Contractual 1.01% July 1, 2005 April 30, 2008 Series II Shares Contractual 1.26% July 1, 2005 April 30, 2008 AIM V.I. Leisure Fund Series I Shares Contractual 1.01% April 30, 2004 April 30, 2008 Series II Shares Contractual 1.26% April 30, 2004 April 30, 2008 AIM V.I. Mid Cap Core Equity Fund Series I Shares Contractual 1.30% September 10, 2001 April 30, 2008 Series II Shares Contractual 1.45% September 10, 2001 April 30, 2008 AIM V.I. Money Market Fund Series I Shares Contractual 1.30% January 1, 2005 April 30, 2008 Series II Shares Contractual 1.45% January 1, 2005 April 30, 2008 AIM V.I. Real Estate Fund(1) Series I Shares Contractual 1.30% April 30, 2004 April 30, 2008 Series II Shares Contractual 1.45% April 30, 2004 April 30, 2008 AIM V.I. Small Cap Equity Fund Series I Shares Contractual 1.15% July 1, 2005 April 30, 2008 Series II Shares Contractual 1.40% July 1, 2005 April 30, 2008 AIM V.I. Small Company Growth Fund(2) Series I Shares Contractual 1.20% July 1, 2005 April 30, 2008 Series II Shares Contractual 1.45% April 30, 2004 April 30, 2008
See page 19 for footnotes to Exhibit D. 18 as of January 31, 2007
CONTRACTUAL/ EXPENSE EFFECTIVE DATE OF EXPIRATION FUND VOLUNTARY LIMITATION CURRENT LIMIT DATE - ---- ------------ ---------- ------------------ -------------- AIM V.I. Technology Fund Series I Shares Contractual 1.30% April 30, 2004 April 30, 2008 Series II Shares Contractual 1.45% April 30, 2004 April 30, 2008 AIM V.I. Utilities Fund Series I Shares Contractual 0.93% September 23, 2005 April 30, 2008 Series II Shares Contractual 1.18% September 23, 2005 April 30, 2008
- ---------- (1) AIM V.I. Real Estate Fund is scheduled to change its name to AIM V.I. Global Real Estate Fund on July 3, 2006. (2) AIM V.I. Small Company Growth Fund is scheduled to change its name to AIM V.I. Small Cap Growth Fund on July 3, 2006. 19 EX-99.H6 28 h43124bexv99wh6.txt MEMORANDUM OF AGREEMENT MEMORANDUM OF AGREEMENT (ADVISORY FEE WAIVERS) This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit (the "Exhibit"), between AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Treasurer's Series Trust and AIM Variable Insurance Funds (each a "Trust" or, collectively, the "Trusts"), on behalf of the funds listed on the Exhibit to this Memorandum of Agreement (the "Funds"), and A I M Advisors, Inc. ("AIM"). This Memorandum of Agreement restates the following: (i) Amended and Restated Memorandum of Agreement dated May 5, 2005, between AIM Combination Stock & Bond Funds, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Stock Funds, AIM Summit Fund, AIM Variable Insurance Funds and AIM; (ii) Memorandum of Agreement as of the dates indicated on Exhibit A between AIM Counselor Series Trust, AIM Special Opportunities Fund and AIM; and (iii) Memorandum of Agreement as of the dates indicated on Exhibit A between AIM Funds Group, AIM International Mutual Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds and AIM. AIM shall and hereby agrees to waive fees of the Funds, on behalf of their respective classes as applicable, severally and not jointly, as indicated in the attached Exhibit. For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and AIM agree that until at least the date set forth on Exhibit A (the "Expiration Date") and with respect to those Funds listed on the Exhibit, AIM will waive its advisory fees at the rate set forth on the attached Exhibit. The Boards of Trustees and AIM may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. AIM will not have any right to reimbursement of any amount so waived or reimbursed. Subject to the foregoing paragraphs, each of the Trusts and AIM agree to review the then-current waivers for each class of the Funds listed on the Exhibits on a date prior to the Expiration Date to determine whether such waivers should be amended, continued or terminated. The waivers will expire upon the Expiration Date unless the Trust and AIM have agreed to continue them. The Exhibits will be amended to reflect any such agreement. It is expressly agreed that the obligations of each Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of the Trusts, and this Memorandum of Agreement has been executed and delivered by an authorized officer of the Trusts acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust. IN WITNESS WHEREOF, each of the Trusts and AIM have entered into this Memorandum of Agreement as of the Effective Date on the attached Exhibits. AIM COUNSELOR SERIES TRUST AIM EQUITY FUNDS AIM FUNDS GROUP AIM GROWTH SERIES AIM INTERNATIONAL MUTUAL FUNDS AIM INVESTMENT FUNDS AIM INVESTMENT SECURITIES FUNDS AIM SECTOR FUNDS AIM SPECIAL OPPORTUNITIES FUNDS AIM STOCK FUNDS AIM SUMMIT FUND AIM TREASURER'S SERIES TRUST AIM VARIABLE INSURANCE FUNDS on behalf of the Funds listed in the Exhibits to this Memorandum of Agreement By: /s/ Robert H. Graham ------------------------------------ Title: President A I M ADVISORS, INC. By: /s/ Philip A. Taylor ------------------------------------ Title: President EXHIBIT TO ADVISORY FEE MOA
EFFECTIVE EXPIRATION AIM COUNSELOR SERIES TRUST WAIVER DESCRIPTION DATE DATE -------------------------- -------------------------------------------- ---------- ---------- AIM Advantage Health AIM will waive advisory fees to the extent 7/1/2005 6/30/2007 Sciences Fund necessary so that advisory fees AIM receives do not exceed an annual base management fee of 1.25% of the Fund's average daily net assets, subject to a maximum performance adjustment upward or downward of 0.75% annually. As a result, AIM may receive a management net fee that ranges from 0.50% to 2.00% of average daily net assets, based on the Fund's performance. AIM Multi-Sector Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.695% of the first $250M 0.67% of the next $250M 0.645% of the next $500M 0.62% of the next $1.5B 0.595% of the next $2.5B 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B
EFFECTIVE EXPIRATION AIM EQUITY FUNDS WAIVER DESCRIPTION DATE DATE ---------------- -------------------------------------------- ---------- ---------- AIM Capital Development Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.745% of the first $250M 0.73% of the next $250M 0.715% of the next $500M 0.70% of the next $1.5B 0.685% of the next $2.5B 0.67% of the next $2.5B 0.655% of the next $2.5B 0.64% of the excess over $10B AIM Charter Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $150M 0.615% of the next $4.85B 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B AIM Constellation Fund AIM will waive advisory fees to the extent 3/27/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.695% of the first $250M 0.615% of the next $4B 0.595% of the next $750M 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B
EXHIBIT TO ADVISORY FEE MOA
EFFECTIVE EXPIRATION AIM EQUITY FUNDS - CONTINUED WAIVER DESCRIPTION DATE DATE - ---------------------------- -------------------------------------------- ---------- ---------- AIM Large Cap Growth Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.695% of the first $250M 0.67% of the next $250M 0.645% of the next $500M 0.62% of the next $1.5B 0.595% of the next $2.5B 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B AIM Select Basic Value Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.695% of the first $250M 0.67% of the next $250M 0.645% of the next $500M 0.62% of the next $1.5B 0.595% of the next $2.5B 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B
EFFECTIVE EXPIRATION AIM FUNDS GROUP WAIVER DESCRIPTION DATE DATE --------------- -------------------------------------------- ---------- ---------- AIM Basic Balanced Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.62% of the first $250M 0.605% of the next $250M 0.59% of the next $500M 0.575% of the next $1.5B 0.56% of the next $2.5B 0.545% of the next $2.5B 0.53% of the next $2.5B 0.515% of the excess over $10B AIM European Small Company AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.935% of the first $250M 0.91% of the next $250M 0.885% of the next $500M 0.86% of the next $1.5B 0.835% of the next $2.5B 0.81% of the next $2.5B 0.785% of the next $2.5B 0.76% of the excess over $10B AIM Global Value Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.80% of the first $250M 0.78% of the next $250M 0.76% of the next $500M 0.74% of the next $1.5B 0.72% of the next $2.5B 0.70% of the next $2.5B 0.68% of the next $2.5B 0.66% of the excess over $10B
EXHIBIT TO ADVISORY FEE MOA
EFFECTIVE EXPIRATION AIM FUNDS GROUP - CONTINUED WAIVER DESCRIPTION DATE DATE --------------------------- -------------------------------------------- ---------- ---------- AIM International Small AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 Company Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.935% of the first $250M 0.91% of the next $250M 0.885% of the next $500M 0.86% of the next $1.5B 0.835% of the next $2.5B 0.81% of the next $2.5B 0.785% of the next $2.5B 0.76% of the excess over $10B AIM Mid Cap Basic Value Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.745% of the first $250M 0.73% of the next $250M 0.715% of the next $500M 0.70% of the next $1.5B 0.685% of the next $2.5B 0.67% of the next $2.5B 0.655% of the next $2.5B 0.64% of the excess over $10B AIM Select Equity Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.695% of the first $250M 0.67% of the next $250M 0.645% of the next $500M 0.62% of the next $1.5B 0.595% of the next $2.5B 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B AIM Small Cap Equity Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.745% of the first $250M 0.73% of the next $250M 0.715% of the next $500M 0.70% of the next $1.5B 0.685% of the next $2.5B 0.67% of the next $2.5B 0.655% of the next $2.5B 0.64% of the excess over $10B
EXHIBIT TO ADVISORY FEE MOA
EFFECTIVE EXPIRATION AIM GROWTH SERIES WAIVER DESCRIPTION DATE DATE ----------------- -------------------------------------------- --------- ---------- AIM Basic Value Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.695% of the first $250M 0.67% of the next $250M 0.645% of the next $500M 0.62% of the next $1.5B 0.595% of the next $2.5B 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B AIM Global Equity Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.80% of the first $250M 0.78% of the next $250M 0.76% of the next $500M 0.74% of the next $1.5B 0.72% of the next $2.5B 0.70% of the next $2.5B 0.68% of the next $2.5B 0.66% of the excess over $10B
AIM INTERNATIONAL MUTUAL EFFECTIVE EXPIRATION FUNDS WAIVER DESCRIPTION DATE DATE ------------------------ -------------------------------------------- --------- ---------- AIM Asia Pacific Growth Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.935% of the first $250M 0.91% of the next $250M 0.885% of the next $500M 0.86% of the next $1.5B 0.835% of the next $2.5B 0.81% of the next $2.5B 0.785% of the next $2.5B 0.76% of the excess over $10B AIM European Growth Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.935% of the first $250M 0.91% of the next $250M 0.885% of the next $500M 0.86% of the next $1.5B 0.835% of the next $2.5B 0.81% of the next $2.5B 0.785% of the next $2.5B 0.76% of the excess over $10B AIM Global Aggressive Growth AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.80% of the first $250M 0.78% of the next $250M 0.76% of the next $500M 0.74% of the next $1.5B 0.72% of the next $2.5B 0.70% of the next $2.5B 0.68% of the next $2.5B 0.66% of the excess over $10B
EXHIBIT TO ADVISORY FEE MOA
AIM INTERNATIONAL MUTUAL EFFECTIVE EXPIRATION FUNDS - CONTINUED WAIVER DESCRIPTION DATE DATE ------------------------ -------------------------------------------- --------- ---------- AIM Global Growth Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.80% of the first $250M 0.78% of the next $250M 0.76% of the next $500M 0.74% of the next $1.5B 0.72% of the next $2.5B 0.70% of the next $2.5B 0.68% of the next $2.5B 0.66% of the excess over $10B AIM International Growth AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.935% of the first $250M 0.91% of the next $250M 0.885% of the next $500M 0.86% of the next $1.5B 0.835% of the next $2.5B 0.81% of the next $2.5B 0.785% of the next $2.5B 0.76% of the excess over $10B
EFFECTIVE EXPIRATION AIM INVESTMENT FUNDS WAIVER DESCRIPTION DATE DATE -------------------- -------------------------------------------- --------- ---------- AIM Developing Markets Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.935% of the first $250M 0.91% of the next $250M 0.885% of the next $500M 0.86% of the next $1.5B 0.835% of the next $2.5B 0.81% of the next $2.5B 0.785% of the next $2.5B 0.76% of the excess over $10B AIM Global Health Care Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $250M 0.74% of the next $250M 0.73% of the next $500M 0.72% of the next $1.5B 0.71% of the next $2.5B 0.70% of the next $2.5B 0.69% of the next $2.5B 0.68% of the excess over $10B
EXHIBIT TO ADVISORY FEE MOA
AIM INVESTMENT FUNDS - EFFECTIVE EXPIRATION CONTINUED WAIVER DESCRIPTION DATE DATE ---------------------- -------------------------------------------- --------- ---------- AIM Trimark Endeavor Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.745% of the first $250M 0.73% of the next $250M 0.715% of the next $500M 0.70% of the next $1.5B 0.685% of the next $2.5B 0.67% of the next $2.5B 0.655% of the next $2.5B 0.64% of the excess over $10B AIM Trimark Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.80% of the first $250M 0.78% of the next $250M 0.76% of the next $500M 0.74% of the next $1.5B 0.72% of the next $2.5B 0.70% of the next $2.5B 0.68% of the next $2.5B 0.66% of the excess over $10B AIM Trimark Small Companies AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.745% of the first $250M 0.73% of the next $250M 0.715% of the next $500M 0.70% of the next $1.5B 0.685% of the next $2.5B 0.67% of the next $2.5B 0.655% of the next $2.5B 0.64% of the excess over $10B
AIM INVESTMENT SECURITIES EFFECTIVE EXPIRATION FUNDS WAIVER DESCRIPTION DATE DATE ------------------------- -------------------------------------------- --------- ---------- AIM Real Estate Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $250M 0.74% of the next $250M 0.73% of the next $500M 0.72% of the next $1.5B 0.71% of the next $2.5B 0.70% of the next $2.5B 0.69% of the next $2.5B 0.68% of the excess over $10B
EXHIBIT TO ADVISORY FEE MOA
EFFECTIVE EXPIRATION AIM SECTOR FUNDS WAIVER DESCRIPTION DATE DATE ---------------- -------------------------------------------- ---------- ---------- AIM Energy Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $250M 0.74% of the next $250M 0.73% of the next $500M 0.72% of the next $1.5B 0.71% of the next $2.5B 0.70% of the next $2.5B 0.69% of the next $2.5B 0.68% of the excess over $10B AIM Financial Services Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $250M 0.74% of the next $250M 0.73% of the next $500M 0.72% of the next $1.5B 0.71% of the next $2.5B 0.70% of the next $2.5B 0.69% of the next $2.5B 0.68% of the excess over $10B AIM Gold & Precious Metals AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $250M 0.74% of the next $250M 0.73% of the next $500M 0.72% of the next $1.5B 0.71% of the next $2.5B 0.70% of the next $2.5B 0.69% of the next $2.5B 0.68% of the excess over $10B AIM Leisure Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $250M 0.74% of the next $250M 0.73% of the next $500M 0.72% of the next $1.5B 0.71% of the next $2.5B 0.70% of the next $2.5B 0.69% of the next $2.5B 0.68% of the excess over $10B AIM Technology Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $250M 0.74% of the next $250M 0.73% of the next $500M 0.72% of the next $1.5B 0.71% of the next $2.5B 0.70% of the next $2.5B 0.69% of the next $2.5B 0.68% of the excess over $10B
EXHIBIT TO ADVISORY FEE MOA
EFFECTIVE EXPIRATION AIM SECTOR FUNDS - CONTINUED WAIVER DESCRIPTION DATE DATE - ---------------------------- -------------------------------------------- ---------- ---------- AIM Utilities Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $250M 0.74% of the next $250M 0.73% of the next $500M 0.72% of the next $1.5B 0.71% of the next $2.5B 0.70% of the next $2.5B 0.69% of the next $2.5B 0.68% of the excess over $10B
AIM SPECIAL OPPORTUNITIES EFFECTIVE EXPIRATION FUNDS WAIVER DESCRIPTION DATE DATE ------------------------- -------------------------------------------- ---------- ---------- AIM Opportunities II Fund AIM will waive advisory fees to the extent 7/1/2006 6/30/2007 necessary so that advisory fees AIM receives do not exceed an annual base management fee of 1.00% of the Fund's average daily net assets, subject to a maximum performance adjustment upward or downward of 0.50% annually. As a result, AIM may receive a management net fee that ranges from 0.50% to 1.50% of average daily net assets, based on the Fund's performance. AIM Opportunities III Fund AIM will waive advisory fees to the extent 7/1/2006 6/30/2007 necessary so that advisory fees AIM receives do not exceed an annual base management fee of 1.00% of the Fund's average daily net assets, subject to a maximum performance adjustment upward or downward of 0.50% annually. As a result, AIM may receive a management net fee that ranges from 0.50% to 1.50% of average daily net assets, based on the Fund's performance.
EFFECTIVE EXPIRATION AIM STOCK FUNDS WAIVER DESCRIPTION DATE DATE --------------- -------------------------------------------- ---------- ---------- AIM S&P 500 Index Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.25% of the first $250M 0.24% of the next $250M 0.23% of the next $500M 0.22% of the next $1.5B 0.21% of the next $2.5B 0.20% of the next $2.5B 0.19% of the next $2.5B 0.18% of the excess over $10B
EFFECTIVE EXPIRATION AIM SUMMIT FUND WAIVER DESCRIPTION DATE DATE --------------- -------------------------------------------- ---------- ---------- AIM Summit Fund AIM will waive advisory fees to the extent 1/1/2005 6/30/2007 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.695% of the first $250M 0.67% of the next $250M 0.645% of the next $500M 0.62% of the next $1.5B 0.595% of the next $2.5B 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B
EXHIBIT TO ADVISORY FEE MOA
EFFECTIVE EXPIRATION AIM TREASURER'S SERIES TRUST WAIVER DESCRIPTION DATE DATE - ---------------------------- -------------------------------------------- ---------- ---------- Premier Portfolio AIM will waive advisory fees in the amount of 2/25/2005 6/30/2007 0.08% of the Funds average daily net assets Premier U.S. Government AIM will waive advisory fees in the amount of 2/25/2005 6/30/2007 Money Portfolio 0.08% of the Funds average daily net assets
EFFECTIVE EXPIRATION AIM VARIABLE INSURANCE FUNDS WAIVER DESCRIPTION DATE DATE - ---------------------------- -------------------------------------------- ---------- ---------- AIM V. I. Basic Balanced AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.62% of the first $150M 0.50% of the next $4.85B 0.475% of the next $5B 0.45% of the excess over $10B AIM V. I. Basic Value Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.695% of the first $250M 0.67% of the next $250M 0.645% of the next $500M 0.62% of the next $1.5B 0.595% of the next $2.5B 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B AIM V. I. Capital AIM will waive advisory fees to the extent 05/01/2006* 12/31/2009 * Appreciation Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. * 0.695% of the first $250M 0.625% of the next $750M 0.62% of the next $1.5B 0.595% of the next $2.5B 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B AIM V. I. Capital AIM will waive advisory fees to the extent 1/1/2005 4/30/2008 Development Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.745% of the first $250M 0.73% of the next $250M 0.715% of the next $500M 0.70% of the next $1.5B 0.685% of the next $2.5B 0.67% of the next $2.5B 0.655% of the next $2.5B 0.64% of the excess over $10B
* The waiver schedule, effective date and expiration date shown are those that will become effective upon the closing of the acquisition of AIM V.I. Aggressive Growth Fund and AIM V.I. Growth Fund. EXHIBIT TO ADVISORY FEE MOA
AIM VARIABLE INSURANCE FUNDS EFFECTIVE EXPIRATION - CONTINUED WAIVER DESCRIPTION DATE DATE - ---------------------------- -------------------------------------------- ---------- ---------- AIM V. I. Core Equity Fund AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 * necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.695% of the first $250M 0.67% of the next $250M 0.645% of the next $500M 0.62% of the next $1.5B 0.595% of the next $2.5B 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B AIM V. I. Demographic Trends AIM will waive advisory fees to the extent 1/1/2005 12/31/2009 Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.695% of the first $250M 0.67% of the next $250M 0.645% of the next $500M 0.62% of the next $1.5B 0.595% of the next $2.5B 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B AIM V. I. Dynamics Fund AIM will waive advisory fees to the extent 1/1/2005 4/30/2008 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.745% of the first $250M 0.73% of the next $250M 0.715% of the next $500M 0.70% of the next $1.5B 0.685% of the next $2.5B 0.67% of the next $2.5B 0.655% of the next $2.5B 0.64% of the excess over $10B AIM V. I. Financial Services AIM will waive advisory fees to the extent 1/1/2005 4/30/2008 Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $250M 0.74% of the next $250M 0.73% of the next $500M 0.72% of the next $1.5B 0.71% of the next $2.5B 0.70% of the next $2.5B 0.69% of the next $2.5B 0.68% of the excess over $10B AIM V. I. Global Healthcare AIM will waive advisory fees to the extent 1/1/2005 4/30/2008 Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $250M 0.74% of the next $250M 0.73% of the next $500M 0.72% of the next $1.5B 0.71% of the next $2.5B 0.70% of the next $2.5B 0.69% of the next $2.5B 0.68% of the excess over $10B
* The expiration date shown is the expiration date that will become effective upon the closing of the acquisition of AIM V.I. Core Stock Fund. EXHIBIT TO ADVISORY FEE MOA
AIM VARIABLE INSURANCE FUNDS EFFECTIVE EXPIRATION - CONTINUED WAIVER DESCRIPTION DATE DATE - ---------------------------- -------------------------------------------- ---------- ---------- AIM V. I. Global Real Estate AIM will waive advisory fees to the extent 1/1/2005 4/30/2008 Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $250M 0.74% of the next $250M 0.73% of the next $500M 0.72% of the next $1.5B 0.71% of the next $2.5B 0.70% of the next $2.5B 0.69% of the next $2.5B 0.68% of the excess over $10B AIM V. I. Large Cap Growth AIM will waive advisory fees to the extent 06/12/2006* 12/31/2009* Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.695% of the first $250M 0.67% of the next $250M 0.645% of the next $500M 0.62% of the next $1.5B 0.595% of the next $2.5B 0.57% of the next $2.5B 0.545% of the next $2.5B 0.52% of the excess over $10B AIM V. I. Leisure Fund AIM will waive advisory fees to the extent 1/1/2005 4/30/2008 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $250M 0.74% of the next $250M 0.73% of the next $500M 0.72% of the next $1.5B 0.71% of the next $2.5B 0.70% of the next $2.5B 0.69% of the next $2.5B 0.68% of the excess over $10B AIM V. I. Small Cap Equity AIM will waive advisory fees to the extent 1/1/2005 4/30/2008 Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.745% of the first $250M 0.73% of the next $250M 0.715% of the next $500M 0.70% of the next $1.5B 0.685% of the next $2.5B 0.67% of the next $2.5B 0.655% of the next $2.5B 0.64% of the excess over $10B AIM V. I. Small Cap Growth AIM will waive advisory fees to the extent 1/1/2005 4/30/2008 Fund necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.745% of the first $250M 0.73% of the next $250M 0.715% of the next $500M 0.70% of the next $1.5B 0.685% of the next $2.5B 0.67% of the next $2.5B 0.655% of the next $2.5B 0.64% of the excess over $10B
* The effective date and expiration date shown are those that will become effective upon the closing of the acquisition of AIM V.I. Blue Chip Fund. EXHIBIT TO ADVISORY FEE MOA
AIM VARIABLE INSURANCE FUNDS EFFECTIVE EXPIRATION - CONTINUED WAIVER DESCRIPTION DATE DATE - ---------------------------- -------------------------------------------- ---------- ---------- AIM V. I. Technology Fund AIM will waive advisory fees to the extent 1/1/2005 4/30/2008 necessary so that advisory fees AIM receives does not exceed the annualized rates listed below. 0.75% of the first $250M 0.74% of the next $250M 0.73% of the next $500M 0.72% of the next $1.5B 0.71% of the next $2.5B 0.70% of the next $2.5B 0.69% of the next $2.5B 0.68% of the excess over $10B
EX-99.H7 29 h43124bexv99wh7.txt THIRD AMENDED INTERFUND LOAN AGREEMENT THIRD AMENDED AND RESTATED INTERFUND LOAN AGREEMENT December 30, 2005 Third Amended and Restated Interfund Loan Agreement (the "Agreement"), dated as of the date first written above, by and among AIM Core Allocation Portfolio Series ("ACAPS"); AIM Counselor Series Trust ("ACST"); AIM Equity Funds ("AEF"); AIM Funds Group (AFG"); AIM Growth Series ("AGS"); AIM International Mutual Funds ("AIMF"); AIM Investment Funds ("AIF"); AIM Investment Securities Funds ("AISF"); AIM Sector Funds ("ASEF"); AIM Special Opportunities Funds ("ASOF"); AIM Stock Funds ("ASTF"); AIM Summit Fund ("Summit"); AIM Tax-Exempt Funds ("ATEF"); AIM Treasurer's Series Trust ("ATST"); AIM Variable Insurance Funds (AVIF"); Short-Term Investments Trust ("STIT"); and Tax-Free Investments Trust ("TFIT") (each, a "Fund" and collectively, the "Funds"), with respect to their series of shares shown on Annex A attached hereto (each, a "Portfolio" and collectively, the "Portfolios"), as the same may be amended from time to time, and A I M Advisors, Inc. (the "Advisor"); WHEREAS, each of the Funds is an open-end management company and each Portfolio is separately managed in accordance with its own investment objectives and restrictions; WHEREAS, certain of the Portfolios listed on Annex A hereto, desire to borrow funds for temporary purposes to satisfy redemption requests or to cover Temporary Overdrafts (as defined below) (each such borrowing Portfolio is hereinafter referred to as a "Borrower"); WHEREAS, certain Portfolios are willing to lend funds to one or more Portfolios from time to time on the terms set forth below (each such lending Portfolio is hereinafter referred to as a "Lender"); NOW THEREFORE, the parties hereto agree as follows: Section 1. Definitions. As used herein, the following terms shall have meanings assigned to them below: "1940 Act" means the Investment company Act of 1940, as amended. "Bank" has the meaning ascribed to that term in the 1940 Act and the rules and regulations thereunder. "Bank Loan Rate" means the rate calculated by the Advisor according to a formula established by the Trustees intended to approximate the lowest interest rate at which bank short-term loans would be available to the Funds. 1 "Borrowing Instructions" has the meaning specified in Section 3.1. "Business Day" means a day on which the New York Stock Exchange, Inc. is open for the purpose of transacting business. "Cash Management Team" means the Advisor money market investment professionals (including the portfolio manager for LAP) and personnel of the Advisor fund accounting department who are responsible for administering the interfund credit facility. "Credit Arrangements" means the credit arrangements that a Fund may have with respect to a Portfolio for borrowing for temporary or emergency purposes in connection with net redemptions of the Portfolios or to cover Temporary Overdrafts. "Custodian" means the entity which acts as the Borrower's custodian for purposes of Section 17(f) of the 1940 Act. "Interest Rate" means a daily interest rate that is the average of the Repo Rate and the Bank Loan Rate. "LAP" means the Institutional Class of Liquid Asset Portfolio, a series of Short-Term Investments Trust, or any successor thereto or, in the event such portfolio has terminated operations without its assets having been acquired by a successor, the general money market fund advised by the Advisor having the greatest amount of net assets or, in the event there is no such fund, the United States registered general money market fund advised by an entity controlling, controlled by or under common control with, the Advisor having the greatest amount of net assets. "Lending Instructions" has the meaning specified in Section 3.1.1. "Loan" has the meaning specified in Section 2. "Loan Account" has the meaning specified in Section 3.5. "Maximum Amount" has the meaning specified in Section 2. "Money Market Funds" means AIM Money Market Fund, a portfolio of AISF; AIM Tax-Exempt Cash Fund, a portfolio of ATEF; AIM V.I. Money Market Fund, a portfolio of AVIF; Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, portfolios of ATST; Cash Assets Portfolio, Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government TaxAdvantage Portfolio and Government & Agency Portfolio, portfolios of STIT; Tax-Free Cash Reserve Portfolio, a portfolio of TFIT; and any future Portfolios that hold themselves out as money market funds. 2 "Obligations" means all of the obligations (whether direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising) of a Borrower to a Lender hereunder. "Outstanding Secured Borrowing" means any loan advance made to a Portfolio either under this Agreement or under a Bank Credit Arrangement which is secured by assets of the Portfolio. "Pledge Demand" has the meaning specified in Section 3.11. "Prospectus" means with respect to each Borrower the prospectus required to be delivered by the Borrower to offerees of its securities pursuant to the Securities Act of 1933, as amended. "Repo Rate" means the highest rate available to LAP from investments in overnight repurchase agreements. "SEC" means the Securities and Exchange Commission. "Secured Loan" has the meaning in Section 2(e). "Statement of Additional Information" means with respect to each Borrower the Statement of Additional Information that must be provided by the Borrower to recipients of its Prospectus upon request pursuant to rules and regulations adopted by the SEC. "Temporary Overdraft" means a temporary overdraft occurring when a sale of a security "fails" due to circumstances beyond the seller's control, such as a delay in the delivery of cash to the Fund's custodian or improper delivery instructions by the broker effecting the transaction. "Trustees" means the Board of Trustees of a Fund. "Unsecured Loan" means any Loan other than a Secured Loan. Section 2. Lending Facility. Subject to the terms and conditions of this Agreement, each Lender may from time to time in its discretion loan its funds ("Loan") to any Borrower. Each Loan shall be made for a term of the lesser of (a) not less than one (1) and not more than seven (7) Business Days or (b) the maturity of any outstanding loan or advance to the Borrower under its Credit Arrangements. The maximum principal amount of all Loans outstanding with respect to any Borrower at any time shall not exceed the Maximum Amount the Borrower is permitted to borrow at such time under: (a) applicable laws and regulations; 3 (b) the provisions of Section 5.2; (c) agreements with federal, state, local or foreign governmental authorities or regulators applicable to the Borrower or limitations specified in the Order, all as amended and in effect from time to time; (d) limitations on borrowing adopted by the Borrower in its Prospectus, Statement of Additional Information or elsewhere, as amended and in effect from time to time; and (e) in the case of Loans for which the Borrower is required to provide collateral pursuant to Section 3.11 ("Secured Loans"), any limitations specified in the Security Agreement and limitations on the pledging of assets adopted by the Borrower in its Prospectus, Statement of Additional Information or elsewhere. As used herein, the term "Maximum Account" means the maximum amount that the Borrower is permitted to borrow in accordance with the provisions of the preceding sentence. Section 3. Loans. Section 3.1. Procedural Requirements. All Loans shall be requested and funded in accordance with the procedures set forth herein and such other procedures as may be adopted from time to time by the Trustees of each Fund. Section 3.1.1. Borrowing and Lending Instructions. The Portfolios, other than the Money Market Funds, shall provide the Cash Management Team with standing instructions as to their desire to act as a Borrower when and if such Portfolio has borrowing needs ("Borrowing Instructions") and/or as a Lender when such Portfolio has uninvested cash balances ("Lending Instructions"). The Money Market Funds shall provide daily Borrowing and/or Lending Instructions to the Cash Management Team as to the amount of cash, if any, any such Portfolio of such Fund desires to borrow or lend. The Portfolios may revoke or change Borrowing or Lending Instructions by notifying the Cash Management Team. Section 3.1.2. Allocation Procedures. On each occasion that a Portfolio that has provided Borrowing Instructions to the Cash Management Team has borrowing needs, the Cash Management Team will seek to match the amount and term of the Portfolio's borrowing needs with the cash available from the Portfolios that have provided Lending Instructions in accordance with allocation and administrative procedures established by the Trustees. No Loan may be allocated to a Lender with respect to a Portfolio unless the Interest Rate is higher than the Repo Rate and, if applicable, the yield on LAP, and lower than the Bank Loan Rate. 4 Section 3.1.3. Funding the Loans. If a Loan has been allocated to a Lender and Borrower pursuant to Section 3.1.2, and the Loan is otherwise in compliance with the requirements set forth in the Order, the Lender shall make such Loan to the Borrower. Each Loan made by the Lender to the Borrower shall be wired (or transferred if Borrower and Lender have the same Custodian) at the Borrower's expense in accordance with the wiring instructions for each Fund maintained by the Advisor, as in effect from time to time, to an account maintained on the Borrower's behalf by its Custodian for the Portfolio in respect of which such Loan is made. Section 3.1.4. Obligations Arising from Loan. Each Loan made by the Lender to the Borrower shall; (a) obligate the Borrower to borrow the principal amount of the Loan at the Interest Rate applicable thereto for the term thereof solely for use by the Borrower; (b) constitute a representation and warranty by the Borrower to the Lender that (i) the Loan requested thereby (A) is permitted under the Borrower's most recent Prospectus and Statement of Additional Information, (B) is in accordance with the requirements of any applicable SEC order of exemption applicable to the Borrower, (C) will not, when made, cause the aggregate indebtedness of the Borrower to exceed the Maximum Amount then in effect, and (D) will be used by the Borrower only in accordance with the provisions of Section 3.7 hereof, and (ii) all of the representations and warranties of the Borrower contained in Section 4 hereof are true and correct as of the date of such Loan as though made on and as of such dates; and (c) constitute a representation and warranty by the Lender to the Borrower that the Loan thereby (i) is permitted under the Lender's most recent Prospectus and Statement of Additional Information, and (ii) is in accordance with the requirements of the Order. Section 3.2. Repayment of Loans. The principal amount of each Loan shall be repaid by the Borrower from the assets of the Borrower upon the earlier of (a) one Business Day after demand by the Lender or (b) the expiration of the term of such Loan. Section 3.3. Interest. The outstanding principal amount of each Loan shall bear interest until maturity at the Interest Rate. Interest accrued on each Loan shall be paid by the Borrower upon the earlier of (a) demand, or (b) the maturity of such Loan. Amounts overdue hereunder (including, without limitation, overdue principal, and, to the extent permitted by law, overdue interest, fees, charges and expenses) shall bear interest until paid at a rate equal to the sum of (a) the Interest Rate applicable to such Loan prior to its maturity and (b) such additional amount not to exceed 2%, as may be determined by an independent arbitrator of disputes previously approved by the Trustees of both Borrower and Lender except that in the case of an Event of Default under Section 6.2.2 such additional amount shall equal 2%. 5 Section 3.4. Prepayments. Loans may be prepaid without penalty prior to the date on which such Loan is due and payable. Section 3.5. Loan Records Accounts. Promptly after a Loan has been made, the Cash Management Team shall note on its records for the Borrower and Lender, confirming (a) the principal amount of such Loan, (b) the Interest Rate applicable thereto and (c) the maturity thereof. The Cash Management Team will maintain a separate account on its books for each Lender and Borrower (a "Loan Account") on which will be recorded, in accordance with the Advisor's customary accounting practice, (a) all Loans made by a Lender to a Borrower, (b) all payments of such Loans made to a Lender and (c) all other charges and expenses properly chargeable to the Borrower. The debit balance of each Portfolio's Loan Account shall reflect the amount of the Borrower's indebtedness from time to time to the Lenders hereunder. Any written statement maintained by the Cash Management Team regarding the Loan shall, in the absence of manifest error, constitute conclusive evidence of the indebtedness of the Borrower to the Lender as of the date of such statement, provided, however, that the failure of the Cash Management Team to make such statement shall not impair the validity or binding nature of the Borrower's Obligations with respect to such Loan. Section 3.6. Computations. All computations hereunder shall be computed on the basis of the actual number of days elapsed and either (a) a 360-day year or (b) the actual number of days in the year, as determined by the Cash Management Team when it sets the Interest Rate. Section 3.7. Use of Proceeds. The proceeds of each Loan made hereunder with respect to any Portfolio shall be used only by such Portfolio for temporary or emergency purposes in accordance with its Prospectus and Statement of Additional Information to satisfy redemption requests or to cover Temporary Overdrafts. Section 3.8. Discretionary Facility. It is acknowledged and agreed by each Borrower that each Lender has no obligation to make any Loan hereunder unless it has issued Lending Instructions, and that the decision whether or not to issue Lending Instructions under this Agreement is within the sole and exclusive discretion of each Lender. It is acknowledged and agreed by each Lender that no Borrower is obligated to borrow money hereunder unless it has issued Borrowing Instructions. Section 3.9. Termination of Participation in Interfund Credit Facility. Each Lender and each Borrower may terminate its participation in this Agreement at any time by written notice to the Cash Management Team. Section 3.10. Recourse to Assets. Loans made to any Portfolio shall be repaid solely from the assets of such Portfolio, and a Lender shall have no right of recourse or offset against the assets of any other Portfolio with respect to such Loans or any default in respect thereto. Each Lender's liability under this Agreement with respect to a Loan shall be solely 6 limited to the Lender's assets and each Borrower hereby waives any and all rights it may have against any other Portfolios with respect to such Loan or any default by Lender with respect thereto. Section 3.11. Collateral Security for Loans. As a condition precedent to making any Loan to any Borrower or continuing any Loan made to any Borrower hereunder, (a) the Lender may require, by written notice to the Borrower or (b) the Lender shall require in the event that the Borrower's outstanding borrowings from all sources immediately after the Loan would exceed 10% of its total assets, or the Borrower has Outstanding Secured Borrowings, that the Borrower pledge stock or other securities as collateral for such Loan ("Pledge Demand"). The minimum market value of the stock and other portfolio securities of the Borrower required to be pledged to the Lender hereunder with respect to any Secured Loan shall be determined by the Lender in its discretion but, in all cases, shall be not less than the 102% of the outstanding principal value of the loan. Each pledge of collateral required pursuant to this Section 3.11 shall be made in accordance with and subject to the terms and conditions set forth in a security agreement in form satisfactory to Borrower and Lender, and shall be effected (a) in the case of any pledge required as a condition precedent to making any Secured Loan hereunder, prior to making such Secured Loans, and (b) in the case of any pledge required as a condition precedent to continuing any Loan hereunder, within 24 hours after delivery to the Borrower of the Pledge Demand therefor or the occurrence of the conditions specified in (b) above. Section 3.12. Confirmation. The obligations of the Borrower to repay the unpaid principal amount of the Loan made to it by the Lender and to pay interest thereon shall be evidenced by the Lender's records as well as by a confirmation of loan in the form of Exhibit I, confirming the principal amount, the Interest Rate and the maturity date of the Loan. Section 4. Representations and Warranties. Each Borrower represents and warrants to each Lender and each Lender represents and warrants to each Borrower on the date hereof, and as to any Borrower or Lender on the date of any borrowing, as follows: (a) It is a Portfolio of a Fund that is duly organized and validly existing under the laws of its jurisdiction of organization and is qualified to do business in every other jurisdiction where lack of such qualification would have a material adverse effect on the business, assets or condition (financial or otherwise) of the Fund. (b) The Fund is registered as an open-end management investment company under the 1940 Act. (c) The execution, delivery and performance by the Fund of this Agreement on behalf of itself and its Portfolios are (i) within its power, (ii) have been duly authorized by all necessary action, and (iii) will not (A) contribute to or result in a breach of or default under or 7 conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, any order, writ, injunction or ruling of any court or other tribunal, or any indenture, lease agreement, instrument or other undertaking to which the Fund is a party or by which it or its property or assets may be bound or affected, or (B) result in the imposition of any liens or encumbrances on any property or assets of the Fund or (C) require any additional approval or consent of, or filling with, shareholders of such Fund or any governmental or regulatory agency or authority bearing on the validity of any borrowing pursuant to this Agreement, or (D) violate any provision of the Fund's organizational documents or bylaws, or any amendment thereof or any provision of its most recent Prospectus or Statement of Additional Information. (d) This Agreement is a legally valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles relating to or limiting the rights of creditors generally. (e) No additional authorization, approval, or other action by, and no notice to or filing with, any shareholder of the Fund, creditor, or governmental or regulatory agency or authority is required for the due and valid execution, delivery and performance of this Agreement by the Fund or the exercise by the Fund of any rights and remedies under this Agreement. Section 5. Covenants. Section 5.1. Covenants in Effect Until Termination of Agreement. Until all of the obligations have been performed in full and its participation in the Lending Facility has been terminated as provided herein, each Borrower covenants as follows: (a) At any time and from time to time, it will, at its own expense, promptly execute and deliver or file all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Lender may request, in order to perfect, protect, validate or preserve any security interest granted, or pledged to the Lender pursuant to Section 3.11 or to enable the Lender to exercise and enforce its rights and remedies thereunder with respect thereto. (b) It will file all federal and other tax returns, reports and declarations required by all relevant jurisdictions on or before the due dates for such returns, reports and declarations and will pay all taxes and other governmental assessments and charges as and when they become due. (c) It will comply with all of its investment policies and restrictions and all applicable laws, regulations and governmental or regulatory directives. 8 (d) It will promptly notify the Lender of any material change in its agreements with governmental authorities or regulators or its investment policies or restrictions. (e) It will make available to the Lender upon request from time to time the most recent reports required by Section 30(d) of the 1940 Act. (f) Upon request from the Lender from time to time, it will furnish to the Lender at reasonable times and intervals any information with respect to its financial standing and history or its property or business or prospects. (g) Within 60 days after the date of this Agreement or such earlier time as may be necessary to comply with Section 3.11, the Borrower shall deliver an agreement, in a form satisfactory to each Lender duly executed by the Borrower and its Custodian, that establishes procedures for the making, maintaining and releasing each pledge of securities required by Section 3.11. Section 5.2. Covenants in Effect While Loans are Outstanding. Each Borrower covenants that, so long as any principal of or interest on any Loan made to it is outstanding: (a) It will not, as long as any Unsecured Loan is outstanding hereunder, create or permit to exist any encumbrance in favor of any person or entity other than the Lender upon any of the assets of the Borrower other than encumbrances created in connection with portfolio investments of the Borrower to the extent permitted by the provisions of its Prospectus and Statement of Additional Information applicable to such Portfolio (and not for the primary purpose of borrowing money) such as: (i) margin amounts on futures contracts and options on futures contracts, (ii) segregated assets to cover a call or to secure a put, or to cover short sales against the box or open positions under currency forward contracts, (iii) obligations to resell securities in connection with the purchase of such securities under repurchase agreements, and (iv) obligations to redeliver cash or securities in connection with pledges of such cash or securities in favor of the Borrower under securities lending agreements and master note agreements. (b) It will not take out any Loan that (1) immediately after such loan would cause the total of such Portfolio's loans to exceed 33-1/3% of the Borrower's total assets (or such lesser percentage as provided in a Borrower's Prospectus and Statement of Additional Information), or (2) would cause such Portfolio's total loans to exceed 10% of such Portfolio's total assets unless any Loan hereunder is secured in accordance with Section 3.11. (c) Unless the Fund has a policy that prevents it from borrowing for other than temporary or emergency purposes (and not for leveraging), it will not, as long as any Loan made with respect to the Portfolio is outstanding, allow the total amount of such Portfolio's Loans, as measured on the day when the most recent Loan was made, to exceed the greater of 9 125% of such Portfolio's total net cash redemptions and 102% of Temporary Overdrafts for the preceding seven (7) calendar days. (d) It will notify Lender if it draws on its Credit Arrangements, borrows from other Lenders under the Agreement, or borrows from other parties. (e) It will notify the Lender promptly of (i) any material change in its method of business, Prospectus or Statement of Additional Information, and (ii) the occurrence of any event which would make any of the representations and warranties contained herein, or in any document, instrument or certificate delivered in connection herewith, untrue or inaccurate in any material respect. Section 6. Default. Section 6.1. Events of Default. The occurrence of any one or more of the following events ("Events of Default") shall constitute an immediate Event of Default with respect to the Borrower (it being understood that an Event of Default with respect to one Borrower shall not constitute an Event of Default of any other Borrower): (a) The Borrower shall fail to pay principal of, or interest on, any Loan as and when due, or the Borrower shall fail to perform any of its other Obligations; or (b) There shall be a default by the Borrower under any Credit Arrangement, whether such Credit Arrangement now exists or shall hereafter be created, which default extends beyond any period of grace provided with respect thereto and which default relates to (i) the obligations to pay the principal of or interest on any such indebtedness under the Credit Arrangement or (ii) an obligation other than the obligation to pay the principal of or interest on any such indebtedness and the effect of such default is to cause, or to permit the lender under the Credit Arrangement to cause, with the giving of notice if required, such indebtedness to become due prior to its stated maturity. (c) Any representation or warranty made by the Borrower in Section 4, or in connection with any Loan made to or pledge of pledged collateral made by the Borrower, shall prove to have been incorrect in any material respect when made; or (d) The Borrower shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any governmental or public authority shall take over possession or control of a substantial part or the Borrower's business; or any of the Borrower's property shall become subject to attachment or other involuntary lien or levy; or any action or proceeding shall be commenced by the Borrower seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, 10 insolvency or reorganization or relief of debtors, seeking the entry of an order for relief or the appointment of a receiver, trustee, of similar official for it or for any substantial part of its property, or any such proceeding is commenced against it which results in the entry of an order for such relief or such proceeding is not dismissed or stayed for a period of 60 days following such commencement. Section 6.2. Remedies. Section 6.2.1. Arbitration. In the event an Event of Default has occurred and not been cured within two Business Days from the Loan's maturity or from the time the Lender makes a demand for payment (and none of the Events of Default specified in Section 6.1(b) or (d) has occurred), the Lender and the Borrower agree that such matter shall be submitted for binding arbitration to an independent arbitrator selected by the Trustees of the Lender and Borrower. Such arbitrator's decision shall be binding and conclusive between the Lender and the Borrower. Such arbitrator shall submit a written report of any dispute to the Trustees. 6.2.2. Other Rights and Remedies. If an Event of Default has occurred and has not been resolved pursuant to Section 6.2.1 or an Event of Default specified in Section 6.1 (b) or (d) has occurred, then the Lender shall be entitled to exercise any and all rights and remedies available to it at law or in equity, including without limitation any rights and remedies that may be available to it under the security agreement referred to in Section 3.11 with respect to the affected Borrower and the Borrower shall pay to the Lender all reasonable expenses and disbursements incurred by the Lender in connection with the enforcement of its rights and remedies under this Agreement including the reasonable fees and out-of-pocket expenses of counsel for the Lender with respect thereto. Section 7. Notice. Except as otherwise expressly provided herein, all notices hereunder to any party shall be in writing and shall be delivered by hand, mailed by United States registered or certified first-class mail, postage prepaid or sent by telegraph, telex or telecopy, addressed to such party to the attention of the person specified in the following sentence at the address set forth for such party in Annex B hereto, or to such other person or address as such party may designate to the other party hereto by notice delivered in accordance with this Section 7. All notices to the Borrower shall be addressed to the Treasurer of the Borrower and all notices from the Borrower to the Lender shall be addressed to the Treasurer of the Lender. Section 8. Amendments. Neither this Agreement nor any provision hereof may be amended in any respect except by a statement in writing executed by the parties hereto. 11 Section 9. Assignment. All of the terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns; provided, that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lender. Section 10. Section Heading. The descriptive section headings in this Agreement have been inserted for convenience of reference only and shall not be deemed to limit or otherwise affect the construction of any provision hereof. Section 11. Counterparts. This Agreement and the documents contemplated hereby may be executed simultaneously in any number of counterparts each of which when so executed and delivered shall be an original; but all of which shall together constitute but one and the same document. Section 12. Separability. If any of the provisions of this Agreement or any instrument delivered hereunder or the application thereof to any party hereto or to any person or circumstances is held invalid, the remainder of this Agreement or such instrument and the application thereof to any party hereto or to any other person or circumstances shall not be affected thereby. Section 13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Section 14. Entire Agreement. This Agreement and the other documents contemplated hereby and executed in connection herewith express the entire understanding of the parties with respect to the transactions contemplated hereby. Section 15. Limitation of Liability of Trustees. This instrument is executed on behalf of the Trustees of the Funds that are Delaware statutory trusts as trustees and not individually and the obligations of this instrument are not binding upon any of the trustees or shareholders individually but are binding only upon the assets and property of the Fund in accordance with Section 3.10. 12 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as an instrument under seal by its duly authorized officer as of the date first written above. On behalf of itself and on behalf of its Portfolios listed on Annex A hereto, as such Annex may be amended from time to time: AIM CORE ALLOCATION PORTFOLIO SERIES AIM COUNSELOR SERIES TRUST AIM EQUITY FUNDS AIM FUNDS GROUP AIM GROWTH SERIES AIM INTERNATIONAL MUTUAL FUNDS AIM INVESTMENT FUNDS AIM INVESTMENT SECURITIES FUNDS AIM SECTOR FUNDS AIM SPECIAL OPPORTUNITIES FUNDS AIM STOCK FUNDS AIM SUMMIT FUND AIM TAX-EXEMPT FUNDS AIM TREASURER'S SERIES TRUST AIM VARIABLE INSURANCE FUNDS SHORT-TERM INVESTMENTS TRUST TAX-FREE INVESTMENTS TRUST By: /s/ Robert H. Graham ------------------------------------ Name: Robert H. Graham Title: President Accepted and Agreed to with respect to the specific obligations imposed on the undersigned by Sections 3.1.1, 3.1.2, 3.1.3, 3.5 and 3.6. A I M ADVISORS, INC. By: Mark H. Williamson ------------------------------------ Name: Mark H. Williamson Title: President 13 ANNEX A PORTFOLIOS THAT MAY PARTICIPATE AS BORROWERS AND LENDERS IN INTERFUND LENDING FACILITY
Fund Portfolio ---- --------- AIM CORE ALLOCATION PORTFOLIO SERIES Series C Series M AIM COUNSELOR SERIES TRUST AIM Advantage Health Sciences Fund AIM Floating Rate Fund AIM Multi-Sector Fund AIM Structured Core Fund AIM Structured Growth Fund AIM Structured Value Fund AIM EQUITY FUNDS AIM Capital Development Fund AIM Charter Fund AIM Constellation Fund AIM Diversified Dividend Fund AIM Large Cap Basic Value Fund AIM Large Cap Growth Fund AIM Select Basic Value Fund AIM FUNDS GROUP AIM Basic Balanced Fund AIM European Small Company Fund AIM Global Value Fund AIM International Small Company Fund AIM Mid Cap Basic Value Fund AIM Select Equity Fund AIM Small Cap Equity Fund AIM GROWTH SERIES AIM Basic Value Fund AIM Conservative Allocation Fund AIM Global Equity Fund AIM Growth Allocation Fund AIM Income Allocation Fund
14 AIM International Allocation Fund AIM Mid Cap Core Equity Fund AIM Moderate Allocation Fund AIM Moderate Growth Allocation Fund AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund AIM European Growth Fund AIM Global Aggressive Growth Fund AIM Global Growth Fund AIM International Growth Fund AIM International Core Equity Fund AIM INVESTMENT FUNDS AIM China Fund AIM Developing Markets Fund AIM Enhanced Short Bond Fund AIM Global Health Care Fund AIM International Bond Fund AIM Japan Fund AIM Trimark Endeavor Fund AIM Trimark Fund AIM Trimark Small Companies Fund AIM INVESTMENT SECURITIES FUNDS AIM Global Real Estate Fund AIM High Yield Fund AIM Income Fund AIM Intermediate Government Fund AIM Limited Maturity Treasury Fund AIM Money Market Fund AIM Municipal Bond Fund AIM Real Estate Fund AIM Short Term Bond Fund AIM Total Return Bond Fund AIM SECTOR FUNDS AIM Energy Fund AIM Financial Services Fund
15 AIM Gold & Precious Metals Fund AIM Leisure Fund AIM Technology Fund AIM Utilities Fund AIM SPECIAL OPPORTUNITIES FUNDS AIM Opportunities I Fund AIM Opportunities II Fund AIM Opportunities III Fund AIM STOCK FUNDS AIM Dynamics Fund AIM S&P 500 Index Fund AIM SUMMIT FUND AIM Summit Fund AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund AIM Tax-Exempt Cash Fund AIM Tax-Free Intermediate Fund AIM TREASURER'S SERIES TRUST Premier Portfolio Premier Tax-Exempt Portfolio Premier U.S. Government Money Portfolio AIM VARIABLE INSURANCE FUNDS AIM V.I. Basic Balanced Fund AIM V.I. Basic Value Fund AIM V.I. Capital Appreciation Fund AIM V.I. Capital Development Fund AIM V.I. Core Equity Fund AIM V.I. Demographic Trends Fund AIM V.I. Diversified Dividend Fund AIM V.I. Diversified Income Fund AIM V.I. Dynamics Fund AIM V.I. Financial Services Fund AIM V.I. Global Equity Fund
16 AIM V.I. Global Health Care Fund AIM V.I. Global Real Estate Fund AIM V.I. Government Securities Fund AIM V.I. High Yield Fund AIM V.I. International Core Equity Fund AIM V.I. International Growth Fund AIM V.I. Large Cap Growth Fund AIM V.I. Leisure Fund AIM V.I. Mid Cap Core Equity Fund AIM V.I. Money Market Fund AIM V.I. Small Cap Equity Fund AIM V.I. Small Cap Growth Fund AIM V.I. Technology Fund AIM V.I. Utilities Fund SHORT-TERM INVESTMENTS TRUST Cash Assets Portfolio Government & Agency Portfolio Government TaxAdvantage Portfolio Liquid Assets Portfolio STIC Prime Portfolio Treasury Portfolio TAX-FREE INVESTMENTS TRUST Tax-Free Cash Reserve Portfolio
17 ANNEX B NOTICES Notices to the Portfolios shall be delivered to the following address: [name of Portfolio], [name of Fund] 11 Greenway Plaza, Suite 100 Houston, Texas 77046-1173 Attention: Treasurer Notices to A I M Advisors, Inc. shall be delivered to the following address: A I M Advisors, Inc. 11 Greenway Plaza, Suite 100 Houston, Texas 77046-1173 Attention: President with a copy to: A I M Advisors, Inc. 11 Greenway Plaza, Suite 100 Houston, Texas 77046-1173 Attention: General Counsel 18 EXHIBIT I INTERFUND LOAN CONFIRMATION [Name of Lending Portfolio], a portfolio of [Name of Fund] confirms that pursuant to the Interfund Loan Agreement by and among AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust, Tax-Free Investments Trust and A I M Advisors, Inc. dated ______________, 200_, it has today loaned to [name of Borrowing Portfolio], a portfolio of [name of Fund], $________________, which loan shall mature on __________, 200_ and shall bear interest on the principal balance payable on ____________at a rate equal to ______________ per annum. Date -------------------------------- - ------------------------------------- [Name of Fund of which Lending Portfolio is a portfolio] By: --------------------------------- - ------------------------------------- [Name of Fund of which Borrowing Portfolio is a portfolio] By: --------------------------------- 19 EX-99.J1 30 h43124bexv99wj1.txt CONSENT OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP CONSENT OF COUNSEL AIM EQUITY FUNDS We hereby consent to the use of our name and to the reference to our firm under the caption "Investment Advisory and Other Services - Other Service Providers - Counsel to the Trust" in the Statement of Additional Information for the retail and institutional classes of AIM Equity Funds (the "Trust"), which is included in Post-Effective Amendment No. 88 to the Registration Statement under the Securities Act of 1933, as amended (No. 2-25469), and Amendment No. 88 to the Registration Statement under the Investment Company Act of 1940, as amended (No. 811-01424), on Form N-1A of the Trust. /s/ Ballard Spahr Andrews & Ingersoll, LLP Ballard Spahr Andrews & Ingersoll, LLP Philadelphia, Pennsylvania February 22, 2007 EX-99.J2 31 h43124bexv99wj2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated December 20, 2006, relating to the financial statements and financial highlights which appear in the October 31, 2006 Annual Reports to Shareholders of the six funds constituting AIM Equity Funds, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Other Service Providers", and "Persons to Whom AIM Provides Non-Public Portfolio Holdings on an Ongoing Basis" in such Registration Statement. PricewaterhouseCoopers Houston, Texas February 23, 2007 EX-99.J3.A 32 h43124bexv99wj3wa.txt OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP LAW OFFICES BALLARD SPAHR ANDREWS & INGERSOLL, LLP BALTIMORE, MD 1735 MARKET STREET, 51ST FLOOR DENVER, CO PHILADELPHIA, PENNSYLVANIA 19103-7599 SALT LAKE CITY, UT 215-665-8500 VOORHEES, NJ FAX: 215-864-8999 WASHINGTON, DC www.ballardspahr.com WILMINGTON, DE March 27, 2006 AIM Equity Funds 11 Greenway Plaza, Suite 100 Houston, TX 77046-1173 Re: Federal Income Tax Consequences of the Reorganization of AIM Aggressive Growth Fund Ladies and Gentlemen: You have requested our opinion regarding certain United States federal income tax consequences in connection with the transfer of the property and assets of AIM Aggressive Growth Fund ("Selling Fund") to AIM Constellation Fund ("Buying Fund"), each an investment portfolio of AIM Equity Funds ("Trust"), a Delaware statutory trust, in exchange for shares of beneficial interest of Buying Fund ("Buying Fund Shares") issued by Trust directly to Selling Fund Shareholders, and Buying Fund's assumption of Selling Fund's liabilities, and the termination of Selling Fund as a designated series of shares of Trust, all pursuant to the Plan of Reorganization that was adopted by the Board of Trustees of Trust as of November 14, 2005 (the "Plan") (the transaction in its entirety being hereinafter referred to as the "Reorganization"). Capitalized terms used in this letter without definition shall have the meanings given them in the Plan. For purposes of this opinion, we have examined and relied upon the accuracy and completeness of the facts, information, covenants, statements and representations contained in originals or copies of the Plan, the exhibits attached thereto, the Registration Statement on Form N-14 filed by Trust on November 16, 2005 with the Securities and Exchange Commission, and such other documents and instruments as we have deemed necessary or appropriate. In our examination of the foregoing materials, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as copies. We have assumed that such documents reflect all the material facts relating to the Reorganization. In addition, we have assumed that the Reorganization will be consummated in accordance with the terms of such documents and that none of the material terms and conditions contained therein will have been waived or modified prior to the consummation of the Reorganization. Aggressive Growth Tax Opinion March 27, 2006 Page 2 We note that the Registration Statement describes both the Reorganization and a transaction involving the transfer of the property and assets of AIM Weingarten Fund, a separate investment portfolio of Trust, to Buying Fund, in exchange for shares of beneficial interest of Buying Fund (the "Weingarten Reorganization"). In rendering our opinion, we have made no assumptions regarding the consummation of the Weingarten Reorganization. In rendering this opinion, we are relying upon the representations, warranties and covenants made by Trust in the Plan as well as on a letter of representation of even date herewith that we have received from an officer of the Trust, a copy of which is attached as Exhibit A herewith. We have not been asked to, nor have we undertaken to, verify the accuracy of these and other representations made to us. In this regard, we have assumed that any representation made "to the best of the knowledge," "to the knowledge" or similarly qualified is correct without such qualification. As to all matters in which a person making a representation has represented that such person either is not a party to, does not have, or is not aware of, any plan or intention, understanding or agreement, we have likewise assumed that there is in fact no such plan, intention, understanding or agreement. Based upon and subject to the foregoing, it is our opinion that, for federal income tax purposes: 1. The transfer of the assets of Selling Fund to Buying Fund in exchange solely for Buying Fund Shares distributed directly to Selling Fund Shareholders and Buying Fund's assumption of the Liabilities, as provided in the Plan, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and Selling Fund and Buying Fund each will be "a party to a reorganization" within the meaning of Section 368(b) of the Code. 2. In accordance with Sections 357(a), 361(a) and 361(c)(1) of the Code, no gain or loss will be recognized by Selling Fund on the transfer of its assets to Buying Fund solely in exchange for Buying Fund Shares and Buying Fund's assumption of the Liabilities, or on the distribution of Buying Fund Shares to Selling Fund Shareholders. 3. In accordance with Section 1032 of the Code, no gain or loss will be recognized by Buying Fund upon the receipt of assets of Selling Fund in exchange for Buying Fund Shares issued directly to Selling Fund Shareholders. 4. In accordance with Section 354(a)(1) of the Code, no gain or loss will be recognized by Selling Fund Shareholders on the receipt of Buying Fund Shares in exchange for their shares of Selling Fund. 5. In accordance with Section 362(b) of the Code, the basis to Buying Fund of the assets of Selling Fund will be the same as the basis of such assets in the hands of Selling Fund immediately prior to the Reorganization. 6. In accordance with Section 358(a) of the Code, a Selling Fund Shareholder's basis for Buying Fund Shares received by the Selling Fund Shareholder will be the same as his basis for Selling Fund Shares exchanged therefor. Aggressive Growth Tax Opinion March 27, 2006 Page 3 7. In accordance with Section 1223(1) of the Code, a Selling Fund Shareholder's holding period for Buying Fund Shares will be determined by including such Selling Fund Shareholder's holding period for the shares of Selling Fund exchanged therefor, provided that the Selling Fund Shareholder held such Selling Fund Shares as a capital asset. 8. In accordance with Section 1223(2) of the Code, the holding period with respect to the assets of Selling Fund transferred to Buying Fund in the Reorganization will include the holding period for such assets in the hands of Selling Fund. 9. In accordance with Sections 381(a)(2) of the Code, Buying Fund will succeed to and take into account the items of Selling Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381 through 384 of the Code and the Treasury Regulations thereunder. We express no opinion as to the tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except the Reorganization. We also note that certain Selling Fund Shareholders may be subject to special rules because of their particular federal income tax status and that the tax consequences of the Reorganization to such Selling Fund Shareholders may accordingly differ from the ones of general application that are described above. This opinion is intended to satisfy the mutual condition precedent to the Reorganization set forth in Section 6.1(k) of the Plan, is being furnished to you solely for that purpose, and may not be relied upon by any other person without our express written consent. We expressly authorize Trust to file this opinion with the Securities and Exchange Commission as a post-effective amendment to the Registration Statement as required by the Plan. Our opinion is based upon the Code, Treasury regulations (proposed, temporary and final) promulgated thereunder, judicial decisions, interpretative rulings of the Internal Revenue Service and such other authorities as we have considered relevant, all as in effect on the date hereof. All such legal authorities are subject to change, either prospectively or retroactively. We are not undertaking hereby any obligation to advise you of any changes in the applicable law subsequent to the date hereof, even if such changes materially affect the tax consequences of the Reorganization that are set forth above. If any of the facts, assumptions or representations on which our opinion is based are incorrect, we expect you to advise us so that we may consider the effect, if any, on our opinion. Our opinion has no binding effect on the Internal Revenue Service or the courts of any jurisdiction. No assurance can accordingly be given that, if the matter were contested, a court would agree with the legal conclusions set forth above. Sincerely, /s/ Ballard Spahr Andrews & Ingersoll, LLP Aggressive Growth Tax Opinion EX-99.J3.B 33 h43124bexv99wj3wb.txt OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP LAW OFFICES BALLARD SPAHR ANDREWS & INGERSOLL, LLP BALTIMORE, MD 1735 MARKET STREET, 51ST FLOOR DENVER, CO PHILADELPHIA, PENNSYLVANIA 19103-7599 SALT LAKE CITY, UT 215-665-8500 VOORHEES, NJ FAX: 215-864-8999 WASHINGTON, DC www.ballardspahr.com WILMINGTON, DE March 27, 2006 AIM Equity Funds 11 Greenway Plaza, Suite 100 Houston, TX 77046-1173 Re: Federal Income Tax Consequences of the Reorganization of AIM Blue Chip Fund Ladies and Gentlemen: You have requested our opinion regarding certain United States federal income tax consequences in connection with the transfer of the property and assets of AIM Blue Chip Fund ("Selling Fund") to AIM Large Cap Growth Fund ("Buying Fund"), each an investment portfolio of AIM Equity Funds ("Trust"), a Delaware statutory trust, in exchange for shares of beneficial interest of Buying Fund ("Buying Fund Shares") issued by Trust directly to Selling Fund Shareholders, and Buying Fund's assumption of Selling Fund's liabilities, and the termination of Selling Fund as a designated series of shares of Trust, all pursuant to the Plan of Reorganization that was adopted by the Board of Trustees of Trust as of November 14, 2005 (the "Plan") (the transaction in its entirety being hereinafter referred to as the "Reorganization"). Capitalized terms used in this letter without definition shall have the meanings given them in the Plan. For purposes of this opinion, we have examined and relied upon the accuracy and completeness of the facts, information, covenants, statements and representations contained in originals or copies of the Plan, the exhibits attached thereto, the Registration Statement on Form N-14 filed by Trust on November 16, 2005 with the Securities and Exchange Commission, and such other documents and instruments as we have deemed necessary or appropriate. In our examination of the foregoing materials, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as copies. We have assumed that such documents reflect all the material facts relating to the Reorganization. In addition, we have assumed that the Reorganization will be consummated in accordance with the terms of such documents and that none of the material terms and conditions contained therein will have been waived or modified prior to the consummation of the Reorganization. Blue Chip Tax Opinion March 27, 2006 Page 2 In rendering this opinion, we are relying upon the representations, warranties and covenants made by Trust in the Plan as well as on a letter of representation of even date herewith that we have received from an officer of the Trust, a copy of which is attached as Exhibit A hereto. We have not been asked to, nor have we undertaken to, verify the accuracy of these and other representations made to us. In this regard, we have assumed that any representation made "to the best of the knowledge," "to the knowledge" or similarly qualified is correct without such qualification. As to all matters in which a person making a representation has represented that such person either is not a party to, does not have, or is not aware of, any plan or intention, understanding or agreement, we have likewise assumed that there is in fact no such plan, intention, understanding or agreement. Based upon and subject to the foregoing, it is our opinion that, for federal income tax purposes: 1. The transfer of the assets of Selling Fund to Buying Fund in exchange solely for Buying Fund Shares distributed directly to Selling Fund Shareholders and Buying Fund's assumption of the Liabilities, as provided in the Plan, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and Selling Fund and Buying Fund each will be "a party to a reorganization" within the meaning of Section 368(b) of the Code. 2. In accordance with Sections 357(a), 361(a) and 361(c)(1) of the Code, no gain or loss will be recognized by Selling Fund on the transfer of its assets to Buying Fund solely in exchange for Buying Fund Shares and Buying Fund's assumption of the Liabilities, or on the distribution of Buying Fund Shares to Selling Fund Shareholders. 3. In accordance with Section 1032 of the Code, no gain or loss will be recognized by Buying Fund upon the receipt of assets of Selling Fund in exchange for Buying Fund Shares issued directly to Selling Fund Shareholders. 4. In accordance with Section 354(a)(1) of the Code, no gain or loss will be recognized by Selling Fund Shareholders on the receipt of Buying Fund Shares in exchange for their shares of Selling Fund. 5. In accordance with Section 362(b) of the Code, the basis to Buying Fund of the assets of Selling Fund will be the same as the basis of such assets in the hands of Selling Fund immediately prior to the Reorganization. 6. In accordance with Section 358(a) of the Code, a Selling Fund Shareholder's basis for Buying Fund Shares received by the Selling Fund Shareholder will be the same as his basis for Selling Fund Shares exchanged therefor. 7. In accordance with Section 1223(1) of the Code, a Selling Fund Shareholder's holding period for Buying Fund Shares will be determined by including such Selling Fund Shareholder's holding period for the shares of Selling Fund exchanged therefor, provided that the Selling Fund Shareholder held such Selling Fund Shares as a capital asset. Blue Chip Tax Opinion March 27, 2006 Page 3 8. In accordance with Section 1223(2) of the Code, the holding period with respect to the assets of Selling Fund transferred to Buying Fund in the Reorganization will include the holding period for such assets in the hands of Selling Fund. 9. In accordance with Sections 381(a)(2) of the Code, Buying Fund will succeed to and take into account the items of Selling Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381 through 384 of the Code and the Treasury Regulations thereunder. We express no opinion as to the tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except the Reorganization. We also note that certain Selling Fund Shareholders may be subject to special rules because of their particular federal income tax status and that the tax consequences of the Reorganization to such Selling Fund Shareholders may accordingly differ from the ones of general application that are described above. This opinion is intended to satisfy the mutual condition precedent to the Reorganization set forth in Section 6.1(k) of the Plan, is being furnished to you solely for that purpose, and may not be relied upon by any other person without our express written consent. We expressly authorize Trust to file this opinion with the Securities and Exchange Commission as a post-effective amendment to the Registration Statement as required by the Plan. Our opinion is based upon the Code, Treasury regulations (proposed, temporary and final) promulgated thereunder, judicial decisions, interpretative rulings of the Internal Revenue Service and such other authorities as we have considered relevant, all as in effect on the date hereof. All such legal authorities are subject to change, either prospectively or retroactively. We are not undertaking hereby any obligation to advise you of any changes in the applicable law subsequent to the date hereof, even if such changes materially affect the tax consequences of the Reorganization that are set forth above. If any of the facts, assumptions or representations on which our opinion is based are incorrect, we expect you to advise us so that we may consider the effect, if any, on our opinion. Our opinion has no binding effect on the Internal Revenue Service or the courts of any jurisdiction. No assurance can accordingly be given that, if the matter were contested, a court would agree with the legal conclusions set forth above. Sincerely, /s/ Ballard Spahr Andrews & Ingersoll, LLP Blue Chip Tax Opinion EX-99.J3.C 34 h43124bexv99wj3wc.txt OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP LAW OFFICES BALLARD SPAHR ANDREWS & INGERSOLL, LLP BALTIMORE, MD 1735 MARKET STREET, 51ST FLOOR DENVER, CO PHILADELPHIA, PENNSYLVANIA 19103-7599 SALT LAKE CITY, UT 215-665-8500 VOORHEES, NJ FAX: 215-864-8999 WASHINGTON, DC www.ballardspahr.com WILMINGTON, DE April 10, 2006 AIM Funds Group 11 Greenway Plaza, Suite 100 Houston, TX 77046-1173 AIM Equity Funds 11 Greenway Plaza, Suite 100 Houston, TX 77046-1173 Re: Federal Income Tax Consequences of the Reorganization of AIM Premier Equity Fund Ladies and Gentlemen: You have requested our opinion regarding certain United States federal income tax consequences in connection with the transfer of the property and assets of AIM Premier Equity Fund ("Selling Fund"), an investment portfolio of AIM Funds Group ("Seller"), a Delaware statutory trust, to AIM Charter Fund ("Buying Fund"), an investment portfolio of AIM Equity Funds ("Buyer"), a Delaware statutory trust, in exchange for shares of beneficial interest of Buying Fund ("Buying Fund Shares") issued by Buyer directly to Selling Fund Shareholders, and Buying Fund's assumption of Selling Fund's liabilities, and the termination of Selling Fund as a designated series of shares of Seller, all pursuant to the Agreement and Plan of Reorganization that was adopted by the Boards of Trustees of Seller and Buyer as of November 14, 2005 (the "Agreement") (the transaction in its entirety being hereinafter referred to as the "Reorganization"). Capitalized terms used in this letter without definition shall have the meanings given them in the Agreement. For purposes of this opinion, we have examined and relied upon the accuracy and completeness of the facts, information, covenants, statements and representations contained in originals or copies of the Agreement, the exhibits attached thereto, the Registration Statement on Form N-14 filed by Buyer on November 16, 2005 with the Securities and Exchange Commission, and such other documents and instruments as we have deemed necessary or appropriate. In our examination of the foregoing materials, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as copies. We have assumed that such documents reflect all the material facts relating to the Reorganization. In addition, we have assumed that the Reorganization will be consummated in accordance with the terms of such documents and that none of the material terms and conditions contained therein will have been waived or modified prior to the consummation of the Reorganization. In rendering this opinion, we are relying upon the representations, warranties and covenants made by Seller and Buyer in the Agreement as well as on letters of representation of even date herewith that we have received from officers of Seller and Buyer, copies of which are attached as Exhibits A and B hereto. We have not been asked to, nor have we undertaken to, verify the accuracy of these and other representations made to us. In this regard, we have assumed that any representation made "to the best of the knowledge," "to the knowledge" or similarly qualified is correct without such qualification. As to all matters in which a person making a representation has represented that such person either is not a party to, does not have, or is not aware of, any plan or intention, understanding or agreement, we have likewise assumed that there is in fact no such plan, intention, understanding or agreement. Based upon and subject to the foregoing, it is our opinion that, for federal income tax purposes: 1. The transfer of the assets of Selling Fund to Buying Fund in exchange solely for Buying Fund Shares distributed directly to Selling Fund Shareholders and Buying Fund's assumption of the Liabilities, as provided in the Agreement, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and Selling Fund and Buying Fund each will be "a party to a reorganization" within the meaning of Section 368(b) of the Code. 2. In accordance with Sections 357(a), 361(a) and 361(c)(1) of the Code, no gain or loss will be recognized by Selling Fund on the transfer of its assets to Buying Fund solely in exchange for Buying Fund Shares and Buying Fund's assumption of the Liabilities, or on the distribution of Buying Fund Shares to Selling Fund Shareholders. 3. In accordance with Section 1032 of the Code, no gain or loss will be recognized by Buying Fund upon the receipt of assets of Selling Fund in exchange for Buying Fund Shares issued directly to Selling Fund Shareholders. 4. In accordance with Section 354(a)(1) of the Code, no gain or loss will be recognized by Selling Fund Shareholders on the receipt of Buying Fund Shares in exchange for their shares of Selling Fund. 5. In accordance with Section 362(b) of the Code, the basis to Buying Fund of the assets of Selling Fund will be the same as the basis of such assets in the hands of Selling Fund immediately prior to the Reorganization. 6. In accordance with Section 358(a) of the Code, a Selling Fund Shareholder's basis for Buying Fund Shares received by the Selling Fund Shareholder will be the same as his basis for Selling Fund Shares exchanged therefor. 7. In accordance with Section 1223(1) of the Code, a Selling Fund Shareholder's holding period for Buying Fund Shares will be determined by including such Selling Fund Shareholder's holding period for the shares of Selling Fund exchanged therefor, provided that the Selling Fund Shareholder held such Selling Fund Shares as a capital asset. 8. In accordance with Section 1223(2) of the Code, the holding period with respect to the assets of Selling Fund transferred to Buying Fund in the Reorganization will include the holding period for such assets in the hands of Selling Fund immediately prior to the Reorganization. 9. In accordance with Section 381(a)(2) of the Code, Buying Fund will succeed to and take into account the items of Selling Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381 through 384 of the Code and the Treasury Regulations thereunder. We express no opinion as to the tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except the Reorganization. We also note that certain Selling Fund Shareholders may be subject to special rules because of their particular federal income tax status and that the tax consequences of the Reorganization to such Selling Fund Shareholders may accordingly differ from the ones of general application that are described above. This opinion is intended to satisfy the mutual condition precedent to the Reorganization set forth in Section 6.2(f) of the Agreement, is being furnished to you solely for that purpose, and may not be relied upon by any other person without our express written consent. We expressly authorize Buyer to file this opinion with the Securities and Exchange Commission as a post-effective amendment to the Registration Statement as required by the Agreement. Our opinion is based upon the Code, Treasury regulations (proposed, temporary and final) promulgated thereunder, judicial decisions, interpretative rulings of the Internal Revenue Service and such other authorities as we have considered relevant, all as in effect on the date hereof. All such legal authorities are subject to change, either prospectively or retroactively. We are not undertaking hereby any obligation to advise you of any changes in the applicable law subsequent to the date hereof, even if such changes materially affect the tax consequences of the Reorganization that are set forth above. If any of the facts, assumptions or representations on which our opinion is based are incorrect, we expect you to advise us so that we may consider the effect, if any, on our opinion. Our opinion has no binding effect on the Internal Revenue Service or the courts of any jurisdiction. No assurance can accordingly be given that, if the matter were contested, a court would agree with the legal conclusions set forth above. Sincerely, /s/ Ballard Spahr Andrews & Ingersoll, LLP EX-99.J3.D 35 h43124bexv99wj3wd.txt OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP LAW OFFICES BALLARD SPAHR ANDREWS & INGERSOLL, LLP BALTIMORE, MD 1735 MARKET STREET, 51ST FLOOR DENVER, CO PHILADELPHIA, PENNSYLVANIA 19103-7599 SALT LAKE CITY, UT 215-665-8500 VOORHEES, NJ FAX: 215-864-8999 WASHINGTON, DC www.ballardspahr.com WILMINGTON, DE March 27, 2006 AIM Equity Funds 11 Greenway Plaza, Suite 100 Houston, TX 77046-1173 Re: Federal Income Tax Consequences of the Reorganization of AIM Weingarten Fund Ladies and Gentlemen: You have requested our opinion regarding certain United States federal income tax consequences in connection with the transfer of the property and assets of AIM Weingarten Fund ("Selling Fund") to AIM Constellation Fund ("Buying Fund"), each an investment portfolio of AIM Equity Funds ("Trust"), a Delaware statutory trust, in exchange for shares of beneficial interest of Buying Fund ("Buying Fund Shares") issued by Trust directly to Selling Fund Shareholders, and Buying Fund's assumption of Selling Fund's liabilities, and the termination of Selling Fund as a designated series of shares of Trust, all pursuant to the Plan of Reorganization that was adopted by the Board of Trustees of Trust as of November 14, 2005 (the "Plan") (the transaction in its entirety being hereinafter referred to as the "Reorganization"). Capitalized terms used in this letter without definition shall have the meanings given them in the Plan. For purposes of this opinion, we have examined and relied upon the accuracy and completeness of the facts, information, covenants, statements and representations contained in originals or copies of the Plan, the exhibits attached thereto, the Registration Statement on Form N-14 filed by Trust on November 16, 2005 with the Securities and Exchange Commission, and such other documents and instruments as we have deemed necessary or appropriate. In our examination of the foregoing materials, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as copies. We have assumed that such documents reflect all the material facts relating to the Reorganization. In addition, we have assumed that the Reorganization will be consummated in accordance with the terms of such documents and that none of the material terms and conditions contained therein will have been waived or modified prior to the consummation of the Reorganization. Weingarten Tax Opinion March 27, 2006 Page 2 We note that the Registration Statement describes both the Reorganization and a transaction involving the transfer of the property and assets of AIM Aggressive Growth Fund, a separate investment portfolio of Trust, to Buying Fund, in exchange for shares of beneficial interest of Buying Fund (the "Aggressive Growth Reorganization"). In rendering our opinion, we have made no assumptions regarding the consummation of the Aggressive Growth Reorganization. In rendering this opinion, we are relying upon the representations, warranties and covenants made by Trust in the Plan as well as on a letter of representation of even date herewith that we have received from an officer of the Trust, a copy of which is attached as Exhibit A hereto. We have not been asked to, nor have we undertaken to, verify the accuracy of these and other representations made to us. In this regard, we have assumed that any representation made "to the best of the knowledge," "to the knowledge" or similarly qualified is correct without such qualification. As to all matters in which a person making a representation has represented that such person either is not a party to, does not have, or is not aware of, any plan or intention, understanding or agreement, we have likewise assumed that there is in fact no such plan, intention, understanding or agreement. Based upon and subject to the foregoing, it is our opinion that, for federal income tax purposes: 1. The transfer of the assets of Selling Fund to Buying Fund in exchange solely for Buying Fund Shares distributed directly to Selling Fund Shareholders and Buying Fund's assumption of the Liabilities, as provided in the Plan, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and Selling Fund and Buying Fund each will be "a party to a reorganization" within the meaning of Section 368(b) of the Code. 2. In accordance with Sections 357(a), 361(a) and 361(c)(1) of the Code, no gain or loss will be recognized by Selling Fund on the transfer of its assets to Buying Fund solely in exchange for Buying Fund Shares and Buying Fund's assumption of the Liabilities, or on the distribution of Buying Fund Shares to Selling Fund Shareholders. 3. In accordance with Section 1032 of the Code, no gain or loss will be recognized by Buying Fund upon the receipt of assets of Selling Fund in exchange for Buying Fund Shares issued directly to Selling Fund Shareholders. 4. In accordance with Section 354(a)(1) of the Code, no gain or loss will be recognized by Selling Fund Shareholders on the receipt of Buying Fund Shares in exchange for their shares of Selling Fund. 5. In accordance with Section 362(b) of the Code, the basis to Buying Fund of the assets of Selling Fund will be the same as the basis of such assets in the hands of Selling Fund immediately prior to the Reorganization. Weingarten Tax Opinion March 27, 2006 Page 3 6. In accordance with Section 358(a) of the Code, a Selling Fund Shareholder's basis for Buying Fund Shares received by the Selling Fund Shareholder will be the same as his basis for Selling Fund Shares exchanged therefor. 7. In accordance with Section 1223(1) of the Code, a Selling Fund Shareholder's holding period for Buying Fund Shares will be determined by including such Selling Fund Shareholder's holding period for the shares of Selling Fund exchanged therefor, provided that the Selling Fund Shareholder held such Selling Fund Shares as a capital asset. 8. In accordance with Section 1223(2) of the Code, the holding period with respect to the assets of Selling Fund transferred to Buying Fund in the Reorganization will include the holding period for such assets in the hands of Selling Fund. 9. In accordance with Sections 381(a)(2) of the Code, Buying Fund will succeed to and take into account the items of Selling Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381 through 384 of the Code and the Treasury Regulations thereunder. We express no opinion as to the tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except the Reorganization. We also note that certain Selling Fund Shareholders may be subject to special rules because of their particular federal income tax status and that the tax consequences of the Reorganization to such Selling Fund Shareholders may accordingly differ from the ones of general application that are described above. This opinion is intended to satisfy the mutual condition precedent to the Reorganization set forth in Section 6.1(k) of the Plan, is being furnished to you solely for that purpose, and may not be relied upon by any other person without our express written consent. We expressly authorize Trust to file this opinion with the Securities and Exchange Commission as a post-effective amendment to the Registration Statement as required by the Plan. Our opinion is based upon the Code, Treasury regulations (proposed, temporary and final) promulgated thereunder, judicial decisions, interpretative rulings of the Internal Revenue Service and such other authorities as we have considered relevant, all as in effect on the date hereof. All such legal authorities are subject to change, either prospectively or retroactively. We are not undertaking hereby any obligation to advise you of any changes in the applicable law subsequent to the date hereof, even if such changes materially affect the tax consequences of the Reorganization that are set forth above. If any of the facts, assumptions or representations on which our opinion is based are incorrect, we expect you to advise us so that we may consider the effect, if any, on our opinion. Weingarten Tax Opinion March 27, 2006 Page 4 Our opinion has no binding effect on the Internal Revenue Service or the courts of any jurisdiction. No assurance can accordingly be given that, if the matter were contested, a court would agree with the legal conclusions set forth above. Sincerely, /s/ Ballard Spahr Andrews & Ingersoll, LLP Weingarten Tax Opinion EX-99.M1.R 36 h43124bexv99wm1wr.txt AMENDMENT NO.17 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 17 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective March 27, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the removal of AIM Aggressive Growth Fund, AIM Blue Chip Fund and AIM Weingarten Fund. NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Advantage Health Sciences Fund 0.00% 0.25% 0.25% AIM Multi-Sector Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Capital Development Fund 0.00% 0.25% 0.25% AIM Charter Fund 0.00% 0.25% 0.25% AIM Constellation Fund 0.00% 0.25% 0.25% AIM Diversified Dividend Fund 0.00% 0.25% 0.25% AIM Large Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Large Cap Growth Fund 0.00% 0.25% 0.25% AIM Mid Cap Growth Fund 0.00% 0.25% 0.25% AIM Select Basic Value Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Basic Balanced Fund 0.00% 0.25% 0.25% AIM European Small Company Fund 0.00% 0.25% 0.25% AIM Global Value Fund 0.00% 0.25% 0.25% AIM International Small Company Fund 0.00% 0.25% 0.25% AIM Mid Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Premier Equity Fund 0.00% 0.25% 0.25% AIM Select Equity Fund 0.00% 0.25% 0.25% AIM Small Cap Equity Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Basic Value Fund 0.00% 0.25% 0.25% AIM Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Global Equity Fund 0.00% 0.25% 0.25% AIM Growth Allocation Fund 0.00% 0.25% 0.25% AIM Income Allocation Fund 0.00% 0.25% 0.25% AIM International Allocation Fund 0.00% 0.25% 0.25% AIM Mid Cap Core Equity Fund 0.00% 0.25% 0.25% AIM Moderate Allocation Fund 0.00% 0.25% 0.25% AIM Moderate Growth Allocation Fund 0.00% 0.25% 0.25% AIM Moderately Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Small Cap Growth Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Asia Pacific Growth Fund 0.00% 0.25% 0.25% AIM European Growth Fund 0.00% 0.25% 0.25% AIM Global Aggressive Growth Fund 0.00% 0.25% 0.25% AIM Global Growth Fund 0.00% 0.25% 0.25% AIM International Core Equity Fund 0.00% 0.25% 0.25% AIM International Growth Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Developing Markets Fund 0.00% 0.25% 0.25% AIM Global Health Care Fund 0.00% 0.25% 0.25% AIM Trimark Endeavor Fund 0.00% 0.25% 0.25% AIM Trimark Fund 0.00% 0.25% 0.25% AIM Trimark Small Companies Fund 0.00% 0.25% 0.25%
2
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUND CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Global Real Estate Fund 0.00% 0.25% 0.25% AIM High Yield Fund 0.00% 0.25% 0.25% AIM Income Fund 0.00% 0.25% 0.25% AIM Intermediate Government Fund 0.00% 0.25% 0.25% AIM Limited Maturity Treasury Fund 0.00% 0.15% 0.15% AIM Municipal Bond Fund 0.00% 0.25% 0.25% AIM Real Estate Fund 0.00% 0.25% 0.25% AIM Short Term Bond Fund 0.00% 0.25% 0.25% AIM Total Return Bond Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Energy Fund 0.00% 0.25% 0.25% AIM Financial Services Fund 0.00% 0.25% 0.25% AIM Gold & Precious Metals Fund 0.00% 0.25% 0.25% AIM Leisure Fund 0.00% 0.25% 0.25% AIM Technology Fund 0.00% 0.25% 0.25% AIM Utilities Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Opportunities I Fund 0.00% 0.25% 0.25% AIM Opportunities II Fund 0.00% 0.25% 0.25% AIM Opportunities III Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Dynamics Fund 0.00% 0.25% 0.25% AIM Small Company Growth Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class A Shares 0.00% 0.25% 0.25%
3
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM High Income Municipal Fund 0.00% 0.25% 0.25% AIM Tax-Exempt Cash Fund 0.00% 0.25% 0.25%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)." All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: March 27, 2006 4 EX-99.M1.S 37 h43124bexv99wm1ws.txt AMENDMENT NO.18 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 18 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective March 31, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM China Fund, AIM Enhanced Short Bond Fund, AIM International Bond Fund, AIM Japan Fund, AIM Structured Core Fund, AIM Structured Growth Fund and AIM Structured Value Fund. NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Advantage Health Sciences Fund 0.00% 0.25% 0.25% AIM Multi-Sector Fund 0.00% 0.25% 0.25% AIM Structured Core Fund 0.00% 0.25% 0.25% AIM Structured Growth Fund 0.00% 0.25% 0.25% AIM Structured Value Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Capital Development Fund 0.00% 0.25% 0.25% AIM Charter Fund 0.00% 0.25% 0.25% AIM Constellation Fund 0.00% 0.25% 0.25% AIM Diversified Dividend Fund 0.00% 0.25% 0.25% AIM Large Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Large Cap Growth Fund 0.00% 0.25% 0.25% AIM Mid Cap Growth Fund 0.00% 0.25% 0.25% AIM Select Basic Value Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Basic Balanced Fund 0.00% 0.25% 0.25% AIM European Small Company Fund 0.00% 0.25% 0.25% AIM Global Value Fund 0.00% 0.25% 0.25% AIM International Small Company Fund 0.00% 0.25% 0.25% AIM Mid Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Premier Equity Fund 0.00% 0.25% 0.25% AIM Select Equity Fund 0.00% 0.25% 0.25% AIM Small Cap Equity Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Basic Value Fund 0.00% 0.25% 0.25% AIM Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Global Equity Fund 0.00% 0.25% 0.25% AIM Growth Allocation Fund 0.00% 0.25% 0.25% AIM Income Allocation Fund 0.00% 0.25% 0.25% AIM International Allocation Fund 0.00% 0.25% 0.25% AIM Mid Cap Core Equity Fund 0.00% 0.25% 0.25% AIM Moderate Allocation Fund 0.00% 0.25% 0.25% AIM Moderate Growth Allocation Fund 0.00% 0.25% 0.25% AIM Moderately Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Small Cap Growth Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Asia Pacific Growth Fund 0.00% 0.25% 0.25% AIM European Growth Fund 0.00% 0.25% 0.25% AIM Global Aggressive Growth Fund 0.00% 0.25% 0.25% AIM Global Growth Fund 0.00% 0.25% 0.25% AIM International Core Equity Fund 0.00% 0.25% 0.25% AIM International Growth Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM China Fund 0.00% 0.25% 0.25% AIM Developing Markets Fund 0.00% 0.25% 0.25% AIM Enhanced Short Bond Fund 0.00% 0.25% 0.25% AIM Global Health Care Fund 0.00% 0.25% 0.25% AIM International Bond Fund 0.00% 0.25% 0.25% AIM Japan Fund 0.00% 0.25% 0.25% AIM Trimark Endeavor Fund 0.00% 0.25% 0.25% AIM Trimark Fund 0.00% 0.25% 0.25% AIM Trimark Small Companies Fund 0.00% 0.25% 0.25%
2
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Global Real Estate Fund 0.00% 0.25% 0.25% AIM High Yield Fund 0.00% 0.25% 0.25% AIM Income Fund 0.00% 0.25% 0.25% AIM Intermediate Government Fund 0.00% 0.25% 0.25% AIM Limited Maturity Treasury Fund 0.00% 0.15% 0.15% AIM Municipal Bond Fund 0.00% 0.25% 0.25% AIM Real Estate Fund 0.00% 0.25% 0.25% AIM Short Term Bond Fund 0.00% 0.25% 0.25% AIM Total Return Bond Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Energy Fund 0.00% 0.25% 0.25% AIM Financial Services Fund 0.00% 0.25% 0.25% AIM Gold & Precious Metals Fund 0.00% 0.25% 0.25% AIM Leisure Fund 0.00% 0.25% 0.25% AIM Technology Fund 0.00% 0.25% 0.25% AIM Utilities Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Opportunities I Fund 0.00% 0.25% 0.25% AIM Opportunities II Fund 0.00% 0.25% 0.25% AIM Opportunities III Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Dynamics Fund 0.00% 0.25% 0.25% AIM Small Company Growth Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class A Shares 0.00% 0.25% 0.25%
3
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM High Income Municipal Fund 0.00% 0.25% 0.25% AIM Tax-Exempt Cash Fund 0.00% 0.25% 0.25%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)." All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: March 31, 2006 4 EX-99.M1.T 38 h43124bexv99wm1wt.txt AMENDMENT NO.19 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 19 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 10, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the removal of AIM Mid Cap Growth Fund, AIM Premier Equity Fund and AIM Small Company Growth Fund. NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Advantage Health Sciences Fund 0.00% 0.25% 0.25% AIM Multi-Sector Fund 0.00% 0.25% 0.25% AIM Structured Core Fund 0.00% 0.25% 0.25% AIM Structured Growth Fund 0.00% 0.25% 0.25% AIM Structured Value Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Capital Development Fund 0.00% 0.25% 0.25% AIM Charter Fund 0.00% 0.25% 0.25% AIM Constellation Fund 0.00% 0.25% 0.25% AIM Diversified Dividend Fund 0.00% 0.25% 0.25% AIM Large Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Large Cap Growth Fund 0.00% 0.25% 0.25% AIM Select Basic Value Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Basic Balanced Fund 0.00% 0.25% 0.25% AIM European Small Company Fund 0.00% 0.25% 0.25% AIM Global Value Fund 0.00% 0.25% 0.25% AIM International Small Company Fund 0.00% 0.25% 0.25% AIM Mid Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Select Equity Fund 0.00% 0.25% 0.25% AIM Small Cap Equity Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Basic Value Fund 0.00% 0.25% 0.25% AIM Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Global Equity Fund 0.00% 0.25% 0.25% AIM Growth Allocation Fund 0.00% 0.25% 0.25% AIM Income Allocation Fund 0.00% 0.25% 0.25% AIM International Allocation Fund 0.00% 0.25% 0.25% AIM Mid Cap Core Equity Fund 0.00% 0.25% 0.25% AIM Moderate Allocation Fund 0.00% 0.25% 0.25% AIM Moderate Growth Allocation Fund 0.00% 0.25% 0.25% AIM Moderately Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Small Cap Growth Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Asia Pacific Growth Fund 0.00% 0.25% 0.25% AIM European Growth Fund 0.00% 0.25% 0.25% AIM Global Aggressive Growth Fund 0.00% 0.25% 0.25% AIM Global Growth Fund 0.00% 0.25% 0.25% AIM International Core Equity Fund 0.00% 0.25% 0.25% AIM International Growth Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM China Fund 0.00% 0.25% 0.25% AIM Developing Markets Fund 0.00% 0.25% 0.25% AIM Enhanced Short Bond Fund 0.00% 0.25% 0.25% AIM Global Health Care Fund 0.00% 0.25% 0.25% AIM International Bond Fund 0.00% 0.25% 0.25% AIM Japan Fund 0.00% 0.25% 0.25% AIM Trimark Endeavor Fund 0.00% 0.25% 0.25% AIM Trimark Fund 0.00% 0.25% 0.25% AIM Trimark Small Companies Fund 0.00% 0.25% 0.25%
2
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Global Real Estate Fund 0.00% 0.25% 0.25% AIM High Yield Fund 0.00% 0.25% 0.25% AIM Income Fund 0.00% 0.25% 0.25% AIM Intermediate Government Fund 0.00% 0.25% 0.25% AIM Limited Maturity Treasury Fund 0.00% 0.15% 0.15% AIM Municipal Bond Fund 0.00% 0.25% 0.25% AIM Real Estate Fund 0.00% 0.25% 0.25% AIM Short Term Bond Fund 0.00% 0.25% 0.25% AIM Total Return Bond Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Energy Fund 0.00% 0.25% 0.25% AIM Financial Services Fund 0.00% 0.25% 0.25% AIM Gold & Precious Metals Fund 0.00% 0.25% 0.25% AIM Leisure Fund 0.00% 0.25% 0.25% AIM Technology Fund 0.00% 0.25% 0.25% AIM Utilities Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Opportunities I Fund 0.00% 0.25% 0.25% AIM Opportunities II Fund 0.00% 0.25% 0.25% AIM Opportunities III Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Dynamics Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class A Shares 0.00% 0.25% 0.25%
3
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM High Income Municipal Fund 0.00% 0.25% 0.25% AIM Tax-Exempt Cash Fund 0.00% 0.25% 0.25%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)." All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: April 10, 2006 4 EX-99.M1.U 39 h43124bexv99wm1wu.txt AMENDMENT NO.20 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 20 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 14, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Floating Rate Fund. NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.
MINIMUM ASSET AIM COUNSELOR SERIES TRUST BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS A SHARES CHARGE FEE FEE ------- ------- --------- AIM Advantage Health Sciences Fund 0.00% 0.25% 0.25% AIM Floating Rate Fund 0.00% 0.25% 0.25% AIM Multi-Sector Fund 0.00% 0.25% 0.25% AIM Structured Core Fund 0.00% 0.25% 0.25% AIM Structured Growth Fund 0.00% 0.25% 0.25% AIM Structured Value Fund 0.00% 0.25% 0.25%
MINIMUM ASSET AIM EQUITY FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS A SHARES CHARGE FEE FEE ------- ------- --------- AIM Capital Development Fund 0.00% 0.25% 0.25% AIM Charter Fund 0.00% 0.25% 0.25% AIM Constellation Fund 0.00% 0.25% 0.25% AIM Diversified Dividend Fund 0.00% 0.25% 0.25% AIM Large Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Large Cap Growth Fund 0.00% 0.25% 0.25% AIM Select Basic Value Fund 0.00% 0.25% 0.25%
MINIMUM ASSET AIM FUNDS GROUP BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS A SHARES CHARGE FEE FEE ------- ------- --------- AIM Basic Balanced Fund 0.00% 0.25% 0.25% AIM European Small Company Fund 0.00% 0.25% 0.25% AIM Global Value Fund 0.00% 0.25% 0.25% AIM International Small Company Fund 0.00% 0.25% 0.25% AIM Mid Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Select Equity Fund 0.00% 0.25% 0.25% AIM Small Cap Equity Fund 0.00% 0.25% 0.25%
MINIMUM ASSET AIM GROWTH SERIES BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS A SHARES CHARGE FEE FEE ------- ------- --------- AIM Basic Value Fund 0.00% 0.25% 0.25% AIM Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Global Equity Fund 0.00% 0.25% 0.25% AIM Growth Allocation Fund 0.00% 0.25% 0.25% AIM Income Allocation Fund 0.00% 0.25% 0.25% AIM International Allocation Fund 0.00% 0.25% 0.25% AIM Mid Cap Core Equity Fund 0.00% 0.25% 0.25% AIM Moderate Allocation Fund 0.00% 0.25% 0.25% AIM Moderate Growth Allocation Fund 0.00% 0.25% 0.25% AIM Moderately Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Small Cap Growth Fund 0.00% 0.25% 0.25%
MINIMUM ASSET AIM INTERNATIONAL MUTUAL FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS A SHARES CHARGE FEE FEE ------- ------- --------- AIM Asia Pacific Growth Fund 0.00% 0.25% 0.25% AIM European Growth Fund 0.00% 0.25% 0.25% AIM Global Aggressive Growth Fund 0.00% 0.25% 0.25% AIM Global Growth Fund 0.00% 0.25% 0.25% AIM International Core Equity Fund 0.00% 0.25% 0.25% AIM International Growth Fund 0.00% 0.25% 0.25%
MINIMUM ASSET AIM INVESTMENT FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS A SHARES CHARGE FEE FEE ------- ------- --------- AIM China Fund 0.00% 0.25% 0.25% AIM Developing Markets Fund 0.00% 0.25% 0.25% AIM Enhanced Short Bond Fund 0.00% 0.25% 0.25% AIM Global Health Care Fund 0.00% 0.25% 0.25% AIM International Bond Fund 0.00% 0.25% 0.25% AIM Japan Fund 0.00% 0.25% 0.25% AIM Trimark Endeavor Fund 0.00% 0.25% 0.25% AIM Trimark Fund 0.00% 0.25% 0.25% AIM Trimark Small Companies Fund 0.00% 0.25% 0.25%
2
MINIMUM ASSET AIM INVESTMENT SECURITIES FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS A SHARES CHARGE FEE FEE ------- ------- --------- AIM Global Real Estate Fund 0.00% 0.25% 0.25% AIM High Yield Fund 0.00% 0.25% 0.25% AIM Income Fund 0.00% 0.25% 0.25% AIM Intermediate Government Fund 0.00% 0.25% 0.25% AIM Limited Maturity Treasury Fund 0.00% 0.15% 0.15% AIM Municipal Bond Fund 0.00% 0.25% 0.25% AIM Real Estate Fund 0.00% 0.25% 0.25% AIM Short Term Bond Fund 0.00% 0.25% 0.25% AIM Total Return Bond Fund 0.00% 0.25% 0.25%
MINIMUM ASSET AIM SECTOR FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS A SHARES CHARGE FEE FEE ------- ------- --------- AIM Energy Fund 0.00% 0.25% 0.25% AIM Financial Services Fund 0.00% 0.25% 0.25% AIM Gold & Precious Metals Fund 0.00% 0.25% 0.25% AIM Leisure Fund 0.00% 0.25% 0.25% AIM Technology Fund 0.00% 0.25% 0.25% AIM Utilities Fund 0.00% 0.25% 0.25%
MINIMUM ASSET AIM SPECIAL OPPORTUNITIES FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS A SHARES CHARGE FEE FEE ------- ------- --------- AIM Opportunities I Fund 0.00% 0.25% 0.25% AIM Opportunities II Fund 0.00% 0.25% 0.25% AIM Opportunities III Fund 0.00% 0.25% 0.25%
MINIMUM ASSET AIM STOCK FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS A SHARES CHARGE FEE FEE ------- ------- --------- AIM Dynamics Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE ------- ------- --------- Class A Shares 0.00% 0.25% 0.25%
3
MINIMUM ASSET AIM TAX-EXEMPT FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS A SHARES CHARGE FEE FEE ------- ------- --------- AIM High Income Municipal Fund 0.00% 0.25% 0.25% AIM Tax-Exempt Cash Fund 0.00% 0.25% 0.25%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)." All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: April 14, 2006 EX-99.M1.V 40 h43124bexv99wm1wv.txt FIRST RESTATED MASTER DISTRIBUTION PLAN FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) (EFFECTIVE AUGUST 18, 2003, AND AS SUBSEQUENTLY AMENDED) SECTION 1. Each registered investment company, as described in Schedule A to this plan (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or of beneficial interest, as the case may be, set forth in Schedule A to this plan (each, a "Portfolio"), may act as a distributor of the Class A Shares of such Portfolio (the "Shares") of which such Fund is the issuer, pursuant to Rule12b-1 under the Investment Company Act of 1940 (the "1940 Act"), according to the terms of this First Restated Master Distribution Plan (the "Plan"). SECTION 2. The Fund may incur expenses pursuant to this Plan on behalf of a Portfolio at the applicable annual rate set forth on Schedule A under "Maximum Aggregate Fee" of the average daily net assets of the Portfolio attributable to the Shares. Such expenses shall be subject to any applicable limitations imposed from time to time by the applicable rules of NASD Inc. ("NASD"). SECTION 3. The Fund may expend amounts under this Plan to finance distribution-related services for the Shares of each Portfolio. Distribution-related services shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering this Plan. The Fund has selected A I M Distributors, Inc. ("Distributors") to provide distribution-related services on behalf of and for the Shares of each Portfolio. Distributors may provide such distribution-related services either directly or through third parties. SECTION 4. The Fund may also expend amounts under this Plan to finance payments of service fees under arrangements for personal continuing shareholder services. Personal continuing shareholder services may include, but shall not be limited to, the following: (I) distributing sales literature to customers; (ii) answering routine customer inquiries concerning the Fund and the Shares; (iii) assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several retirement plans offered in connection with the purchase of Shares; (iv) assisting customers in the establishment and maintenance of customer accounts and records, and in the placement of purchase and redemption transactions; (v) assisting customers in investing dividends and capital gains distributions automatically in Shares; and (vi) providing such other information and services as the Fund or the customer may reasonably request. Distributors may implement these arrangements either directly or through third parties. SECTION 5. All amounts expended pursuant to this Plan shall be paid to Distributors pursuant to the related agreement to this Plan attached hereto as Exhibit A and are the legal obligation of the Fund and not of Distributors. The maximum service fee payable by the Fund on behalf of a Portfolio for personal continuing shareholder services shall be twenty-five one- 1 hundredths of one percent (0.25%), or such lower rate for the Portfolio as is specified on Schedule A, per annum of the average daily net assets of the Portfolio attributable to the Shares owned by the customers of entity providing such shareholder services. No provision of this Plan shall be interpreted to prohibit any payments by the Fund with respect to the Shares of a Portfolio during periods when the Fund has suspended or otherwise limited sales of such Shares. SECTION 6. Distributors shall provide to the Fund's Board of Directors/Trustees ("Board of Trustees") and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made. SECTION 7. This Plan and any agreement related to this Plan shall become effective immediately, with respect to any Portfolio, upon the receipt by the applicable Fund of both (a) the affirmative vote of a majority of the Board of Trustees of the Fund, and (b) the affirmative vote of a majority of those Directors\Trustees ("Trustees") of the Fund who are not "interested persons" of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Dis-interested Trustees"), cast in person at a meeting called for the purpose of voting on this Plan or such agreement. SECTION 8. Any material amendments to this Plan must be approved, with respect to any Portfolio, by both (a) the affirmative vote of a majority of the Board of Trustees of the applicable Fund, and (b) the affirmative vote of a majority of the Dis-interested Trustees, cast in person at a meeting called for the purpose of voting on the amendment. In addition, this Plan may not be amended with respect to the Shares of any Portfolio to increase materially the amount to be spent for distribution provided for in Section 2 hereof unless such amendment is approved by a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Shares of such Portfolio. SECTION 9. Unless sooner terminated pursuant to Section 10, this Plan and any related agreement shall continue in effect for the Shares of each Portfolio until June 30, 2007 and thereafter each shall continue in effect so long as such continuance is specifically approved, at least annually, in the manner provided for approval of this Plan in Section 7. SECTION 10. This Plan may be terminated with respect to the Shares of any Portfolio at any time by vote of a majority of the Dis-interested Trustees of the applicable Fund, or by vote of a majority of the outstanding Shares of such Portfolio. If this Plan is terminated with respect to a Portfolio, the obligation of the Fund to make payments pursuant to this Plan with respect to such Portfolio will also cease and the Fund will not be required to make any payments with respect to such Portfolio beyond the termination date. SECTION 11. Any agreement related to this Plan shall be made in writing, and shall provide: (a) that such agreement may be terminated at any time, with respect to the Shares of any Portfolio, without payment of any penalty, by vote of a majority of the Dis-interested Trustees of the applicable Fund or by a vote of the outstanding Shares of such Portfolio, on not more than sixty (60) days' written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. 2 SECTION 12. This Plan restates the plan of distribution in effect immediately prior to September 20, 2006 (the "Prior Plan") for each Portfolio listed on Schedule A which had adopted the Prior Plan, insofar as such Prior Plan pertains to Class A Shares of the Portfolio. 3 SCHEDULE A TO FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Advantage Health Sciences Fund 0.00% 0.25% 0.25% AIM Floating Rate Fund 0.00% 0.25% 0.25% AIM Multi-Sector Fund 0.00% 0.25% 0.25% AIM Structured Core Fund 0.00% 0.25% 0.25% AIM Structured Growth Fund 0.00% 0.25% 0.25% AIM Structured Value Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Capital Development Fund 0.00% 0.25% 0.25% AIM Charter Fund 0.00% 0.25% 0.25% AIM Constellation Fund 0.00% 0.25% 0.25% AIM Diversified Dividend Fund 0.00% 0.25% 0.25% AIM Large Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Large Cap Growth Fund 0.00% 0.25% 0.25% AIM Select Basic Value Fund 0.00% 0.25% 0.25%
4
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Basic Balanced Fund 0.00% 0.25% 0.25% AIM European Small Company Fund 0.00% 0.25% 0.25% AIM Global Value Fund 0.00% 0.25% 0.25% AIM International Small Company Fund 0.00% 0.25% 0.25% AIM Mid Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Select Equity Fund 0.00% 0.25% 0.25% AIM Small Cap Equity Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Basic Value Fund 0.00% 0.25% 0.25% AIM Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Global Equity Fund 0.00% 0.25% 0.25% AIM Growth Allocation Fund 0.00% 0.25% 0.25% AIM Income Allocation Fund 0.00% 0.25% 0.25% AIM International Allocation Fund 0.00% 0.25% 0.25% AIM Mid Cap Core Equity Fund 0.00% 0.25% 0.25% AIM Moderate Allocation Fund 0.00% 0.25% 0.25% AIM Moderate Growth Allocation Fund 0.00% 0.25% 0.25% AIM Moderately Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Small Cap Growth Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Asia Pacific Growth Fund 0.00% 0.25% 0.25% AIM European Growth Fund 0.00% 0.25% 0.25% AIM Global Aggressive Growth Fund 0.00% 0.25% 0.25% AIM Global Growth Fund 0.00% 0.25% 0.25% AIM International Core Equity Fund 0.00% 0.25% 0.25% AIM International Growth Fund 0.00% 0.25% 0.25%
5
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM China Fund 0.00% 0.25% 0.25% AIM Developing Markets Fund 0.00% 0.25% 0.25% AIM Enhanced Short Bond Fund 0.00% 0.25% 0.25% AIM Global Health Care Fund 0.00% 0.25% 0.25% AIM International Bond Fund 0.00% 0.25% 0.25% AIM Japan Fund 0.00% 0.25% 0.25% AIM Trimark Endeavor Fund 0.00% 0.25% 0.25% AIM Trimark Fund 0.00% 0.25% 0.25% AIM Trimark Small Companies Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Global Real Estate Fund 0.00% 0.25% 0.25% AIM High Yield Fund 0.00% 0.25% 0.25% AIM Income Fund 0.00% 0.25% 0.25% AIM Intermediate Government Fund 0.00% 0.25% 0.25% AIM Limited Maturity Treasury Fund 0.00% 0.15% 0.15% AIM Municipal Bond Fund 0.00% 0.25% 0.25% AIM Real Estate Fund 0.00% 0.25% 0.25% AIM Short Term Bond Fund 0.00% 0.25% 0.25% AIM Total Return Bond Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Energy Fund 0.00% 0.25% 0.25% AIM Financial Services Fund 0.00% 0.25% 0.25% AIM Gold & Precious Metals Fund 0.00% 0.25% 0.25% AIM Leisure Fund 0.00% 0.25% 0.25% AIM Technology Fund 0.00% 0.25% 0.25% AIM Utilities Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Opportunities I Fund 0.00% 0.25% 0.25% AIM Opportunities II Fund 0.00% 0.25% 0.25% AIM Opportunities III Fund 0.00% 0.25% 0.25%
6
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Dynamics Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class A Shares 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM High Income Municipal Fund 0.00% 0.25% 0.25% AIM Tax-Exempt Cash Fund 0.00% 0.25% 0.25%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof). 7 EX-99.M1.W 41 h43124bexv99wm1ww.txt AMENDMENT NO.1 TO FIRST RESTATED MASTER DISTRIBUTION PLAN AMENDMENT NO. 1 TO THE FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, and as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective January 31, 2007, as follows: WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund. NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Advantage Health Sciences Fund 0.00% 0.25% 0.25% AIM Floating Rate Fund 0.00% 0.25% 0.25% AIM Multi-Sector Fund 0.00% 0.25% 0.25% AIM Structured Core Fund 0.00% 0.25% 0.25% AIM Structured Growth Fund 0.00% 0.25% 0.25% AIM Structured Value Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Capital Development Fund 0.00% 0.25% 0.25% AIM Charter Fund 0.00% 0.25% 0.25% AIM Constellation Fund 0.00% 0.25% 0.25% AIM Diversified Dividend Fund 0.00% 0.25% 0.25% AIM Large Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Large Cap Growth Fund 0.00% 0.25% 0.25% AIM Select Basic Value Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Basic Balanced Fund 0.00% 0.25% 0.25% AIM European Small Company Fund 0.00% 0.25% 0.25% AIM Global Value Fund 0.00% 0.25% 0.25% AIM International Small Company Fund 0.00% 0.25% 0.25% AIM Mid Cap Basic Value Fund 0.00% 0.25% 0.25% AIM Select Equity Fund 0.00% 0.25% 0.25% AIM Small Cap Equity Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Basic Value Fund 0.00% 0.25% 0.25% AIM Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Global Equity Fund 0.00% 0.25% 0.25% AIM Growth Allocation Fund 0.00% 0.25% 0.25% AIM Income Allocation Fund 0.00% 0.25% 0.25% AIM Independence Now Fund 0.00% 0.25% 0.25% AIM Independence 2010 Fund 0.00% 0.25% 0.25% AIM Independence 2020 Fund 0.00% 0.25% 0.25% AIM Independence 2030 Fund 0.00% 0.25% 0.25% AIM Independence 2040 Fund 0.00% 0.25% 0.25% AIM Independence 2050 Fund 0.00% 0.25% 0.25% AIM International Allocation Fund 0.00% 0.25% 0.25% AIM Mid Cap Core Equity Fund 0.00% 0.25% 0.25% AIM Moderate Allocation Fund 0.00% 0.25% 0.25% AIM Moderate Growth Allocation Fund 0.00% 0.25% 0.25% AIM Moderately Conservative Allocation Fund 0.00% 0.25% 0.25% AIM Small Cap Growth Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Asia Pacific Growth Fund 0.00% 0.25% 0.25% AIM European Growth Fund 0.00% 0.25% 0.25% AIM Global Aggressive Growth Fund 0.00% 0.25% 0.25% AIM Global Growth Fund 0.00% 0.25% 0.25% AIM International Core Equity Fund 0.00% 0.25% 0.25% AIM International Growth Fund 0.00% 0.25% 0.25%
2
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM China Fund 0.00% 0.25% 0.25% AIM Developing Markets Fund 0.00% 0.25% 0.25% AIM Enhanced Short Bond Fund 0.00% 0.25% 0.25% AIM Global Health Care Fund 0.00% 0.25% 0.25% AIM International Bond Fund 0.00% 0.25% 0.25% AIM Japan Fund 0.00% 0.25% 0.25% AIM Trimark Endeavor Fund 0.00% 0.25% 0.25% AIM Trimark Fund 0.00% 0.25% 0.25% AIM Trimark Small Companies Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Global Real Estate Fund 0.00% 0.25% 0.25% AIM High Yield Fund 0.00% 0.25% 0.25% AIM Income Fund 0.00% 0.25% 0.25% AIM Intermediate Government Fund 0.00% 0.25% 0.25% AIM Limited Maturity Treasury Fund 0.00% 0.15% 0.15% AIM Municipal Bond Fund 0.00% 0.25% 0.25% AIM Real Estate Fund 0.00% 0.25% 0.25% AIM Short Term Bond Fund 0.00% 0.25% 0.25% AIM Total Return Bond Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Energy Fund 0.00% 0.25% 0.25% AIM Financial Services Fund 0.00% 0.25% 0.25% AIM Gold & Precious Metals Fund 0.00% 0.25% 0.25% AIM Leisure Fund 0.00% 0.25% 0.25% AIM Technology Fund 0.00% 0.25% 0.25% AIM Utilities Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Opportunities I Fund 0.00% 0.25% 0.25% AIM Opportunities II Fund 0.00% 0.25% 0.25% AIM Opportunities III Fund 0.00% 0.25% 0.25%
3
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM Dynamics Fund 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class A Shares 0.00% 0.25% 0.25%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS A SHARES AIM High Income Municipal Fund 0.00% 0.25% 0.25% AIM Tax-Exempt Cash Fund 0.00% 0.25% 0.25%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)." All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: January 31, 2007 4 EX-99.M2.P 42 h43124bexv99wm2wp.txt AMENDMENT NO.15 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 15 TO AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS B SHARES) (SECURITIZATION FEATURE) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective March 27, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the removal of AIM Aggressive Growth Fund, AIM Blue Chip Fund and AIM Weingarten Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto. All other terms and provisions of the Plan not amended hereby shall remain in full force and effect. "SCHEDULE A AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS B SHARES) DISTRIBUTION AND SERVICE FEES The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIOS AIM Capital Development Fund 0.75% 0.25% 1.00% AIM Charter Fund 0.75% 0.25% 1.00% AIM Constellation Fund 0.75% 0.25% 1.00% AIM Diversified Dividend Fund 0.75% 0.25% 1.00% AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Large Cap Growth Fund 0.75% 0.25% 1.00% AIM Mid Cap Growth Fund 0.75% 0.25% 1.00% AIM Select Basic Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIOS AIM Basic Balanced Fund 0.75% 0.25% 1.00% AIM European Small Company Fund 0.75% 0.25% 1.00% AIM Global Value Fund 0.75% 0.25% 1.00% AIM International Small Company Fund 0.75% 0.25% 1.00% AIM Mid Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Premier Equity Fund 0.75% 0.25% 1.00% AIM Select Equity Fund 0.75% 0.25% 1.00% AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
2
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIOS AIM Basic Value Fund 0.75% 0.25% 1.00% AIM Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Global Equity Fund 0.75% 0.25% 1.00% AIM Growth Allocation Fund 0.75% 0.25% 1.00% AIM Income Allocation Fund 0.75% 0.25% 1.00% AIM International Allocation Fund 0.75% 0.25% 1.00% AIM Mid Cap Core Equity Fund 0.75% 0.25% 1.00% AIM Moderate Allocation Fund 0.75% 0.25% 1.00% AIM Moderate Growth Allocation Fund 0.75% 0.25% 1.00% AIM Moderately Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Small Cap Growth Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIOS AIM Asia Pacific Growth Fund 0.75% 0.25% 1.00% AIM European Growth Fund 0.75% 0.25% 1.00% AIM Global Aggressive Growth Fund 0.75% 0.25% 1.00% AIM Global Growth Fund 0.75% 0.25% 1.00% AIM International Core Equity Fund 0.75% 0.25% 1.00% AIM International Growth Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIOS AIM Developing Markets Fund 0.75% 0.25% 1.00% AIM Global Health Care Fund 0.75% 0.25% 1.00% AIM Trimark Fund 0.75% 0.25% 1.00% AIM Trimark Endeavor Fund 0.75% 0.25% 1.00% AIM Trimark Small Companies Fund 0.75% 0.25% 1.00%
3
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIOS AIM Global Real Estate Fund 0.75% 0.25% 1.00% AIM High Yield Fund 0.75% 0.25% 1.00% AIM Income Fund 0.75% 0.25% 1.00% AIM Intermediate Government Fund 0.75% 0.25% 1.00% AIM Money Market Fund 0.75% 0.25% 1.00% AIM Municipal Bond Fund 0.75% 0.25% 1.00% AIM Real Estate Fund 0.75% 0.25% 1.00% AIM Total Return Bond Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIOS AIM Opportunities I Fund 0.75% 0.25% 1.00% AIM Opportunities II Fund 0.75% 0.25% 1.00% AIM Opportunities III Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class B Shares 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIOS AIM High Income Municipal Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIOS AIM Advantage Health Sciences Fund 0.75% 0.25% 1.00% AIM Multi-Sector Fund 0.75% 0.25% 1.00%
4
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO AIM Energy Fund 0.75% 0.25% 1.00% AIM Financial Services Fund 0.75% 0.25% 1.00% AIM Gold & Precious Metals Fund 0.75% 0.25% 1.00% AIM Leisure Fund 0.75% 0.25% 1.00% AIM Technology Fund 0.75% 0.25% 1.00% AIM Utilities Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO AIM Dynamics Fund 0.75% 0.25% 1.00% AIM Small Company Growth Fund 0.75% 0.25% 1.00%"
5 EX-99.M2.Q 43 h43124bexv99wm2wq.txt AMENDMENT NO.16 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 16 TO AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS B SHARES) (SECURITIZATION FEATURE) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective March 31, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM China Fund, AIM International Bond Fund, AIM Japan Fund, AIM Structured Core Fund, AIM Structured Growth Fund and AIM Structured Value Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto. All other terms and provisions of the Plan not amended hereby shall remain in full force and effect. "SCHEDULE A AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS B SHARES) DISTRIBUTION AND SERVICE FEES The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIOS AIM Capital Development Fund 0.75% 0.25% 1.00% AIM Charter Fund 0.75% 0.25% 1.00% AIM Constellation Fund 0.75% 0.25% 1.00% AIM Diversified Dividend Fund 0.75% 0.25% 1.00% AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Large Cap Growth Fund 0.75% 0.25% 1.00% AIM Mid Cap Growth Fund 0.75% 0.25% 1.00% AIM Select Basic Value Fund 0.75% 0.25% 1.00%
2
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIOS AIM Basic Balanced Fund 0.75% 0.25% 1.00% AIM European Small Company Fund 0.75% 0.25% 1.00% AIM Global Value Fund 0.75% 0.25% 1.00% AIM International Small Company Fund 0.75% 0.25% 1.00% AIM Mid Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Premier Equity Fund 0.75% 0.25% 1.00% AIM Select Equity Fund 0.75% 0.25% 1.00% AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIOS AIM Basic Value Fund 0.75% 0.25% 1.00% AIM Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Global Equity Fund 0.75% 0.25% 1.00% AIM Growth Allocation Fund 0.75% 0.25% 1.00% AIM Income Allocation Fund 0.75% 0.25% 1.00% AIM International Allocation Fund 0.75% 0.25% 1.00% AIM Mid Cap Core Equity Fund 0.75% 0.25% 1.00% AIM Moderate Allocation Fund 0.75% 0.25% 1.00% AIM Moderate Growth Allocation Fund 0.75% 0.25% 1.00% AIM Moderately Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Small Cap Growth Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIOS AIM Asia Pacific Growth Fund 0.75% 0.25% 1.00% AIM European Growth Fund 0.75% 0.25% 1.00% AIM Global Aggressive Growth Fund 0.75% 0.25% 1.00% AIM Global Growth Fund 0.75% 0.25% 1.00% AIM International Core Equity Fund 0.75% 0.25% 1.00% AIM International Growth Fund 0.75% 0.25% 1.00%
3
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIOS AIM China Fund 0.75% 0.25% 1.00% AIM Developing Markets Fund 0.75% 0.25% 1.00% AIM Global Health Care Fund 0.75% 0.25% 1.00% AIM International Bond Fund 0.75% 0.25% 1.00% AIM Japan Fund 0.75% 0.25% 1.00% AIM Trimark Fund 0.75% 0.25% 1.00% AIM Trimark Endeavor Fund 0.75% 0.25% 1.00% AIM Trimark Small Companies Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIOS AIM Global Real Estate Fund 0.75% 0.25% 1.00% AIM High Yield Fund 0.75% 0.25% 1.00% AIM Income Fund 0.75% 0.25% 1.00% AIM Intermediate Government Fund 0.75% 0.25% 1.00% AIM Money Market Fund 0.75% 0.25% 1.00% AIM Municipal Bond Fund 0.75% 0.25% 1.00% AIM Real Estate Fund 0.75% 0.25% 1.00% AIM Total Return Bond Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIOS AIM Opportunities I Fund 0.75% 0.25% 1.00% AIM Opportunities II Fund 0.75% 0.25% 1.00% AIM Opportunities III Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class B Shares 0.75% 0.25% 1.00%
4
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO AIM High Income Municipal Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO AIM Advantage Health Sciences Fund 0.75% 0.25% 1.00% AIM Multi-Sector Fund 0.75% 0.25% 1.00% AIM Structured Core Fund 0.75% 0.25% 1.00% AIM Structured Growth Fund 0.75% 0.25% 1.00% AIM Structured Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO AIM Energy Fund 0.75% 0.25% 1.00% AIM Financial Services Fund 0.75% 0.25% 1.00% AIM Gold & Precious Metals Fund 0.75% 0.25% 1.00% AIM Leisure Fund 0.75% 0.25% 1.00% AIM Technology Fund 0.75% 0.25% 1.00% AIM Utilities Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO AIM Dynamics Fund 0.75% 0.25% 1.00% AIM Small Company Growth Fund 0.75% 0.25% 1.00%"
5 EX-99.M2.R 44 h43124bexv99wm2wr.txt AMENDMENT NO.17 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 17 TO AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS B SHARES) (SECURITIZATION FEATURE) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 10, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the removal of AIM Mid Cap Growth Fund, AIM Premier Equity Fund and AIM Small Company Growth Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto. All other terms and provisions of the Plan not amended hereby shall remain in full force and effect. "SCHEDULE A AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS B SHARES) DISTRIBUTION AND SERVICE FEES The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIOS AIM Capital Development Fund 0.75% 0.25% 1.00% AIM Charter Fund 0.75% 0.25% 1.00% AIM Constellation Fund 0.75% 0.25% 1.00% AIM Diversified Dividend Fund 0.75% 0.25% 1.00% AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Large Cap Growth Fund 0.75% 0.25% 1.00% AIM Select Basic Value Fund 0.75% 0.25% 1.00%
2
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIOS AIM Basic Balanced Fund 0.75% 0.25% 1.00% AIM European Small Company Fund 0.75% 0.25% 1.00% AIM Global Value Fund 0.75% 0.25% 1.00% AIM International Small Company Fund 0.75% 0.25% 1.00% AIM Mid Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Select Equity Fund 0.75% 0.25% 1.00% AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIOS AIM Basic Value Fund 0.75% 0.25% 1.00% AIM Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Global Equity Fund 0.75% 0.25% 1.00% AIM Growth Allocation Fund 0.75% 0.25% 1.00% AIM Income Allocation Fund 0.75% 0.25% 1.00% AIM International Allocation Fund 0.75% 0.25% 1.00% AIM Mid Cap Core Equity Fund 0.75% 0.25% 1.00% AIM Moderate Allocation Fund 0.75% 0.25% 1.00% AIM Moderate Growth Allocation Fund 0.75% 0.25% 1.00% AIM Moderately Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Small Cap Growth Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIOS AIM Asia Pacific Growth Fund 0.75% 0.25% 1.00% AIM European Growth Fund 0.75% 0.25% 1.00% AIM Global Aggressive Growth Fund 0.75% 0.25% 1.00% AIM Global Growth Fund 0.75% 0.25% 1.00% AIM International Core Equity Fund 0.75% 0.25% 1.00% AIM International Growth Fund 0.75% 0.25% 1.00%
3
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIOS AIM China Fund 0.75% 0.25% 1.00% AIM Developing Markets Fund 0.75% 0.25% 1.00% AIM Global Health Care Fund 0.75% 0.25% 1.00% AIM International Bond Fund 0.75% 0.25% 1.00% AIM Japan Fund 0.75% 0.25% 1.00% AIM Trimark Fund 0.75% 0.25% 1.00% AIM Trimark Endeavor Fund 0.75% 0.25% 1.00% AIM Trimark Small Companies Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIOS AIM Global Real Estate Fund 0.75% 0.25% 1.00% AIM High Yield Fund 0.75% 0.25% 1.00% AIM Income Fund 0.75% 0.25% 1.00% AIM Intermediate Government Fund 0.75% 0.25% 1.00% AIM Money Market Fund 0.75% 0.25% 1.00% AIM Municipal Bond Fund 0.75% 0.25% 1.00% AIM Real Estate Fund 0.75% 0.25% 1.00% AIM Total Return Bond Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIOS AIM Opportunities I Fund 0.75% 0.25% 1.00% AIM Opportunities II Fund 0.75% 0.25% 1.00% AIM Opportunities III Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class B Shares 0.75% 0.25% 1.00%
4
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO AIM High Income Municipal Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO AIM Advantage Health Sciences Fund 0.75% 0.25% 1.00% AIM Multi-Sector Fund 0.75% 0.25% 1.00% AIM Structured Core Fund 0.75% 0.25% 1.00% AIM Structured Growth Fund 0.75% 0.25% 1.00% AIM Structured Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO AIM Energy Fund 0.75% 0.25% 1.00% AIM Financial Services Fund 0.75% 0.25% 1.00% AIM Gold & Precious Metals Fund 0.75% 0.25% 1.00% AIM Leisure Fund 0.75% 0.25% 1.00% AIM Technology Fund 0.75% 0.25% 1.00% AIM Utilities Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO AIM Dynamics Fund 0.75% 0.25% 1.00%"
5 EX-99.M2.S 45 h43124bexv99wm2ws.txt FIRST RESTATED MASTER DISTRIBUTION PLAN FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS B SHARES) (SECURITIZATION FEATURE) SECTION 1. Each registered investment company, as described in Schedule A to this plan (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or of beneficial interest, as the case may be, set forth in Schedule A to this plan (each, a "Portfolio"), may act as a distributor of the Class B Shares of such Portfolio (the "Shares") of which such Fund is the issuer, pursuant to Rule12b-1 under the Investment Company Act of 1940 (the "1940 Act"), according to the terms of this First Restated Master Distribution Plan (the "Plan"). SECTION 2. The Fund may incur expenses pursuant to this Plan on behalf of a Portfolio at the applicable annual rate set forth on Schedule A under "Maximum Aggregate Fee" of the average daily net assets of the Portfolio attributable to the Shares. Such expenses shall be subject to any applicable limitations imposed from time to time by the applicable rules of NASD Inc. ("NASD"). SECTION 3. The Fund may expend amounts under this Plan to finance distribution-related services for the Shares of each Portfolio. Distribution-related services shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering this Plan. The Fund has selected A I M Distributors, Inc. ("ADI") as its exclusive agent to provide distribution-related services on behalf of and for the Shares of each Portfolio. Any agent, including ADI, selected to act as the Fund's exclusive agent for distribution of the Shares of any Portfolio from time to time is a "Distributor." Distributor may provide such distribution services either directly or through third parties. SECTION 4. The Fund may also expend amounts under this Plan to finance payments of service fees under arrangements for personal continuing shareholder services. Personal continuing shareholder services may include, but shall not be limited to, the following: (i) distributing sales literature to customers; (ii) answering routine customer inquiries concerning the Fund and the Shares; (iii) assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several retirement plans offered in connection with the purchase of Shares; (iv) assisting customers in the establishment and maintenance of customer accounts and records, and in the placement of purchase and redemption transactions; (v) assisting customers in investing dividends and capital gains distributions automatically in Shares; and (vi) providing such other information and services as the Fund or the customer may reasonably request. Distributor may implement these arrangements either directly or through third parties. The Distributor, acting as principal, may provide some or all of the shareholder services to Portfolio shareholders for which the Distributor is the broker of record, as set forth in the distribution agreement with Distributor. SECTION 5. All amounts expended pursuant to this Plan shall be paid to Distributor pursuant to a distribution agreement related to this Plan and are the legal obligation of the Fund and not of the Distributor or its designee. The maximum service fee payable by the Fund on behalf of a Portfolio for personal continuing shareholder services shall be twenty-five one-hundredths of one percent (0.25%), or such lower rate for the Portfolio as is specified on Schedule A, per annum of the average daily net assets of the Portfolio attributable to the Shares owned by the customers of the entity providing such shareholder services. No provision of this Plan shall be interpreted to prohibit any payments by the Fund with respect to the Shares of a Portfolio during periods when the Fund has suspended or otherwise limited sales of such Shares. SECTION 6. (a) Subject to the provisions of Sections 11 and 12 hereof, amounts incurred pursuant to Section 2 in respect of Shares of each Portfolio shall be paid by the Fund to Distributor in respect of such Shares or, if more than one institution has acted as Distributor in respect of such Shares, then amounts incurred pursuant to Section 2 and payable in respect of such Shares shall be paid to each such Distributor in proportion to the number of such Shares sold by or attributable to such Distributor's distribution efforts in respect of such Shares in accordance with allocation provisions of each Distributor's distribution agreement (the "Distributor's 12b-1 Share") notwithstanding that such Distributor's distribution agreement with the Fund may have been terminated. (b) Any Distributor may assign, transfer or pledge ("Transfer") to one or more designees (each an "Assignee"), its rights to all or a designated portion of its Distributor's 12b-1 Share of the Maximum Asset-Based Sales Charge set forth on Exhibit A ("Distribution Fees") relating to a Portfolio from time to time (but not such Distributor's duties and obligations pursuant hereto or pursuant to any distribution agreement in effect from time to time, if any, between such Distributor and the Fund), free and clear of any offsets or claims the Fund may have against such Distributor. Each such Assignee's ownership interest in a Transfer of a specific designated portion of a Distributor's 12b-1 Share of Distribution Fees relating to a Portfolio is hereafter referred to as an "Assignee's 12b-1 Portion." A Transfer pursuant to this Section 6(b) shall not reduce or extinguish any claims of the Fund against the Distributor. (c) Each Distributor shall promptly notify the Fund in writing of each such Transfer by providing the Fund with the name and address of each such Assignee. (d) A Distributor may direct the Fund to pay an Assignee's 12b-1 Portion directly to such Assignee. In such event, the Distributor shall provide the Fund with a monthly calculation of the amount of (i) the Distributor's 12b-1 Share of Distribution Fees relating to a Portfolio, and (ii) each Assignee's 12b-1 Portion, if any, for such month (the "Monthly Calculation"). In such event, the Fund shall, upon receipt of such notice and Monthly Calculation from the Distributor, make all payments required under such distribution agreement directly to the Assignee in accordance with the information provided in such notice and Monthly Calculation upon the same terms and conditions as if such payments were to be paid to the Distributor. (e) Alternatively, in connection with a Transfer, a Distributor may direct the Fund to pay all of such Distributor's 12b-1 Share of Distribution Fees relating to a Portfolio from time to time to a depository or collection agent designated by any Assignee, which depository or collection agent may be delegated the duty of dividing such Distributor's 12b-1 Share of Distribution Fees relating to a Portfolio between the Assignee's 12b-1 Portion and the balance of the Distributor's 12b-1 Share of Distribution Fees relating to a Portfolio (such balance, when distributed to the Distributor by the depository or collection agent, the "Distributor's 12b-1 Portion"), in which case 2 only the Distributor's 12b-1 Portion may be subject to offsets or claims the Fund may have against such Distributor. SECTION 7. Distributor shall provide to the Fund's Board of Trustees or Board of Directors and the Board shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made. SECTION 8. This Plan and any agreement related to this Plan shall become effective on August 18, 2003, with respect to any Portfolio, upon the receipt by the Fund of both (a) the affirmative vote of a majority of the Board of Trustees or Board of Directors of the Fund, and (b) the affirmative vote of a majority of those Trustees or Directors of the Fund who are not "interested persons" of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Dis-interested Trustees"), cast in person at a meeting called for the purpose of voting on this Plan or such agreement. SECTION 9. Any material amendments to this Plan must be approved, with respect to any Portfolio, by both (a) the affirmative vote of a majority of the Board of Trustees or Board of Directors of the Fund, and (b) the affirmative vote of a majority of the Dis-interested Trustees, cast in person at a meeting called for the purpose of voting on the amendment. In addition, this Plan may not be amended with respect to the Shares of any Portfolio to increase materially the amount to be spent for distribution provided for in Section 2 hereof unless such amendment is approved by a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Shares of such Portfolio. SECTION 10. Unless sooner terminated pursuant to Section 11, this Plan and any related agreement shall continue in effect for the Shares of each Portfolio until June 30, 2007 and thereafter each shall continue in effect so long as such continuance is specifically approved, at least annually, in the manner provided for approval of this Plan in Section 8. SECTION 11. This Plan may be terminated at any time with respect to the Shares of a Portfolio by vote of a majority of the Dis-interested Trustees of the Fund, or by vote of a majority of outstanding Shares of such Portfolio. If this Plan is terminated with respect to a Portfolio, the obligation of the Fund to make payments pursuant to this Plan with respect to such Portfolio shall terminate, and the Fund shall not be required to make payments hereunder beyond such termination date with respect to expenses incurred in connection with Shares sold prior to such termination date, provided, in each case that each of the requirements of a Complete Termination of this Plan in respect of such Portfolio, as defined below, are met. A termination of this Plan with respect to any or all Shares of any or all Portfolios shall not affect the obligation of the Fund to withhold and pay to any Distributor contingent deferred sales charges to which such distributor is entitled pursuant to any distribution agreement. For purposes of this Section 11 a "Complete Termination" of this Plan in respect of any Portfolio shall mean a termination of this Plan in respect of such Portfolio, provided that: (i) the Dis-interested Trustees of the Fund shall have acted in good faith and shall have determined that such termination is in the best interest of the Fund and the shareholders of such Portfolio; (ii) the Fund does not alter the terms of the contingent deferred sales charges applicable to Shares outstanding at the time of such termination; and (iii) unless the applicable Distributor at the time of such termination was in material breach under the distribution agreement in respect of such Portfolio, the Fund shall not, in respect of such Portfolio, pay to any person or entity, other than such Distributor or its designee, either the asset-based sales charge or the service fee (or any similar fee) in respect of the Shares sold by such Distributor prior to such termination. SECTION 12. Any agreement related to this Plan shall be made in writing, and shall provide: 3 (a) that such agreement may be terminated at any time, with respect to the Shares of a Portfolio, without payment of any penalty, by vote of a majority of the Dis-interested Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Shares of such Portfolio, on not more than sixty (60) days' written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment; provided, however, that, subject to the provisions of Section 11 hereof, if such agreement is terminated for any reason with respect to the Shares of a Portfolio, the obligation of the Fund to make payments with respect to the Shares of such Portfolio of (i) the Distributor's 12b-1 Share of Distribution Fees relating to such Portfolio in accordance with the directions of the Distributor pursuant to Section 6(d) or (e) hereof if there exist Assignees for all or any portion of such Distributor's 12b-1 Share of Distribution Fees relating to such Portfolio, and (ii) the remainder of such Distributor's 12b-1 Share of Distribution Fees relating to such Portfolio to such Distributor if there are no Assignees for such Distributor's 12b-1 Share, pursuant to such agreement and this Plan will continue with respect to the Shares of such Portfolio until such Shares are redeemed or automatically converted into another class of shares of such Portfolio. SECTION 13. This Plan restates the plan of distribution in effect immediately prior to September 20, 2006 (the "Prior Plan") for each Portfolio listed on Schedule A, insofar as such Prior Plan pertains to Class B Shares of the Portfolio. All service fees and all Distribution Fees (subject to the rights of any Assignee) payable under the Prior Plan continue to be payable under this Plan. 4 SCHEDULE A FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS B SHARES) DISTRIBUTION AND SERVICE FEES The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIOS AIM Capital Development Fund 0.75% 0.25% 1.00% AIM Charter Fund 0.75% 0.25% 1.00% AIM Constellation Fund 0.75% 0.25% 1.00% AIM Diversified Dividend Fund 0.75% 0.25% 1.00% AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Large Cap Growth Fund 0.75% 0.25% 1.00% AIM Select Basic Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIOS AIM Basic Balanced Fund 0.75% 0.25% 1.00% AIM European Small Company Fund 0.75% 0.25% 1.00% AIM Global Value Fund 0.75% 0.25% 1.00% AIM International Small Company Fund 0.75% 0.25% 1.00% AIM Mid Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Select Equity Fund 0.75% 0.25% 1.00% AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
5
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIOS AIM Basic Value Fund 0.75% 0.25% 1.00% AIM Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Global Equity Fund 0.75% 0.25% 1.00% AIM Growth Allocation Fund 0.75% 0.25% 1.00% AIM Income Allocation Fund 0.75% 0.25% 1.00% AIM International Allocation Fund 0.75% 0.25% 1.00% AIM Mid Cap Core Equity Fund 0.75% 0.25% 1.00% AIM Moderate Allocation Fund 0.75% 0.25% 1.00% AIM Moderate Growth Allocation Fund 0.75% 0.25% 1.00% AIM Moderately Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Small Cap Growth Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIOS AIM Asia Pacific Growth Fund 0.75% 0.25% 1.00% AIM European Growth Fund 0.75% 0.25% 1.00% AIM Global Aggressive Growth Fund 0.75% 0.25% 1.00% AIM Global Growth Fund 0.75% 0.25% 1.00% AIM International Core Equity Fund 0.75% 0.25% 1.00% AIM International Growth Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIOS AIM China Fund 0.75% 0.25% 1.00% AIM Developing Markets Fund 0.75% 0.25% 1.00% AIM Global Health Care Fund 0.75% 0.25% 1.00% AIM International Bond Fund 0.75% 0.25% 1.00% AIM Japan Fund 0.75% 0.25% 1.00% AIM Trimark Fund 0.75% 0.25% 1.00% AIM Trimark Endeavor Fund 0.75% 0.25% 1.00% AIM Trimark Small Companies Fund 0.75% 0.25% 1.00%
6
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIOS AIM Global Real Estate Fund 0.75% 0.25% 1.00% AIM High Yield Fund 0.75% 0.25% 1.00% AIM Income Fund 0.75% 0.25% 1.00% AIM Intermediate Government Fund 0.75% 0.25% 1.00% AIM Money Market Fund 0.75% 0.25% 1.00% AIM Municipal Bond Fund 0.75% 0.25% 1.00% AIM Real Estate Fund 0.75% 0.25% 1.00% AIM Total Return Bond Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIOS AIM Opportunities I Fund 0.75% 0.25% 1.00% AIM Opportunities II Fund 0.75% 0.25% 1.00% AIM Opportunities III Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class B Shares 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO AIM High Income Municipal Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO AIM Advantage Health Sciences Fund 0.75% 0.25% 1.00% AIM Multi-Sector Fund 0.75% 0.25% 1.00% AIM Structured Core Fund 0.75% 0.25% 1.00% AIM Structured Growth Fund 0.75% 0.25% 1.00% AIM Structured Value Fund 0.75% 0.25% 1.00%
7
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO AIM Energy Fund 0.75% 0.25% 1.00% AIM Financial Services Fund 0.75% 0.25% 1.00% AIM Gold & Precious Metals Fund 0.75% 0.25% 1.00% AIM Leisure Fund 0.75% 0.25% 1.00% AIM Technology Fund 0.75% 0.25% 1.00% AIM Utilities Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO AIM Dynamics Fund 0.75% 0.25% 1.00%
8 EX-99.M2.T 46 h43124bexv99wm2wt.txt AMENDMENT NO.1 TO FIRST RESTATED MASTER DISTRIBUTION PLAN AMENDMENT NO. 1 TO FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS B SHARES) (SECURITIZATION FEATURE) The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective January 31, 2007, as follows: WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto. All other terms and provisions of the Plan not amended hereby shall remain in full force and effect. "SCHEDULE A AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS B SHARES) DISTRIBUTION AND SERVICE FEES The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIOS AIM Capital Development Fund 0.75% 0.25% 1.00% AIM Charter Fund 0.75% 0.25% 1.00% AIM Constellation Fund 0.75% 0.25% 1.00% AIM Diversified Dividend Fund 0.75% 0.25% 1.00% AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Large Cap Growth Fund 0.75% 0.25% 1.00% AIM Select Basic Value Fund 0.75% 0.25% 1.00%
2
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIOS AIM Basic Balanced Fund 0.75% 0.25% 1.00% AIM European Small Company Fund 0.75% 0.25% 1.00% AIM Global Value Fund 0.75% 0.25% 1.00% AIM International Small Company Fund 0.75% 0.25% 1.00% AIM Mid Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Select Equity Fund 0.75% 0.25% 1.00% AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIOS AIM Basic Value Fund 0.75% 0.25% 1.00% AIM Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Global Equity Fund 0.75% 0.25% 1.00% AIM Growth Allocation Fund 0.75% 0.25% 1.00% AIM Income Allocation Fund 0.75% 0.25% 1.00% AIM Independence Now Fund 0.75% 0.25% 1.00% AIM Independence 2010 Fund 0.75% 0.25% 1.00% AIM Independence 2020 Fund 0.75% 0.25% 1.00% AIM Independence 2030 Fund 0.75% 0.25% 1.00% AIM Independence 2040 Fund 0.75% 0.25% 1.00% AIM Independence 2050 Fund 0.75% 0.25% 1.00% AIM International Allocation Fund 0.75% 0.25% 1.00% AIM Mid Cap Core Equity Fund 0.75% 0.25% 1.00% AIM Moderate Allocation Fund 0.75% 0.25% 1.00% AIM Moderate Growth Allocation Fund 0.75% 0.25% 1.00% AIM Moderately Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Small Cap Growth Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIOS AIM Asia Pacific Growth Fund 0.75% 0.25% 1.00% AIM European Growth Fund 0.75% 0.25% 1.00% AIM Global Aggressive Growth Fund 0.75% 0.25% 1.00% AIM Global Growth Fund 0.75% 0.25% 1.00% AIM International Core Equity Fund 0.75% 0.25% 1.00% AIM International Growth Fund 0.75% 0.25% 1.00%
3
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIOS AIM China Fund 0.75% 0.25% 1.00% AIM Developing Markets Fund 0.75% 0.25% 1.00% AIM Global Health Care Fund 0.75% 0.25% 1.00% AIM International Bond Fund 0.75% 0.25% 1.00% AIM Japan Fund 0.75% 0.25% 1.00% AIM Trimark Fund 0.75% 0.25% 1.00% AIM Trimark Endeavor Fund 0.75% 0.25% 1.00% AIM Trimark Small Companies Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIOS AIM Global Real Estate Fund 0.75% 0.25% 1.00% AIM High Yield Fund 0.75% 0.25% 1.00% AIM Income Fund 0.75% 0.25% 1.00% AIM Intermediate Government Fund 0.75% 0.25% 1.00% AIM Money Market Fund 0.75% 0.25% 1.00% AIM Municipal Bond Fund 0.75% 0.25% 1.00% AIM Real Estate Fund 0.75% 0.25% 1.00% AIM Total Return Bond Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIOS AIM Opportunities I Fund 0.75% 0.25% 1.00% AIM Opportunities II Fund 0.75% 0.25% 1.00% AIM Opportunities III Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class B Shares 0.75% 0.25% 1.00%
4
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO AIM High Income Municipal Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO AIM Advantage Health Sciences Fund 0.75% 0.25% 1.00% AIM Multi-Sector Fund 0.75% 0.25% 1.00% AIM Structured Core Fund 0.75% 0.25% 1.00% AIM Structured Growth Fund 0.75% 0.25% 1.00% AIM Structured Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO AIM Energy Fund 0.75% 0.25% 1.00% AIM Financial Services Fund 0.75% 0.25% 1.00% AIM Gold & Precious Metals Fund 0.75% 0.25% 1.00% AIM Leisure Fund 0.75% 0.25% 1.00% AIM Technology Fund 0.75% 0.25% 1.00% AIM Utilities Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO AIM Dynamics Fund 0.75% 0.25% 1.00%"
5 EX-99.M3.P 47 h43124bexv99wm3wp.txt AMENDMENT NO.15 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 15 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective March 27, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the removal of AIM Aggressive Growth Fund, AIM Blue Chip Fund and AIM Weingarten Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Advantage Health Sciences Fund 0.75% 0.25% 1.00% AIM Multi-Sector Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Capital Development Fund 0.75% 0.25% 1.00% AIM Charter Fund 0.75% 0.25% 1.00% AIM Constellation Fund 0.75% 0.25% 1.00% AIM Diversified Dividend Fund 0.75% 0.25% 1.00% AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Large Cap Growth Fund 0.75% 0.25% 1.00% AIM Mid Cap Growth Fund 0.75% 0.25% 1.00% AIM Select Basic Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Basic Balanced Fund 0.75% 0.25% 1.00% AIM European Small Company Fund 0.75% 0.25% 1.00% AIM Global Value Fund 0.75% 0.25% 1.00% AIM International Small Company Fund 0.75% 0.25% 1.00% AIM Mid Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Premier Equity Fund 0.75% 0.25% 1.00% AIM Select Equity Fund 0.75% 0.25% 1.00% AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Basic Value Fund 0.75% 0.25% 1.00% AIM Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Global Equity Fund 0.75% 0.25% 1.00% AIM Growth Allocation Fund 0.75% 0.25% 1.00% AIM Income Allocation Fund 0.75% 0.25% 1.00% AIM International Allocation Fund 0.75% 0.25% 1.00% AIM Mid Cap Core Equity Fund 0.75% 0.25% 1.00% AIM Moderate Allocation Fund 0.75% 0.25% 1.00% AIM Moderate Growth Allocation Fund 0.75% 0.25% 1.00% AIM Moderately Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Small Cap Growth Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Asia Pacific Growth Fund 0.75% 0.25% 1.00% AIM European Growth Fund 0.75% 0.25% 1.00% AIM Global Aggressive Growth Fund 0.75% 0.25% 1.00% AIM Global Growth Fund 0.75% 0.25% 1.00% AIM International Core Equity Fund 0.75% 0.25% 1.00% AIM International Growth Fund 0.75% 0.25% 1.00%
2
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Developing Markets Fund 0.75% 0.25% 1.00% AIM Global Health Care Fund 0.75% 0.25% 1.00% AIM Trimark Endeavor Fund 0.75% 0.25% 1.00% AIM Trimark Fund 0.75% 0.25% 1.00% AIM Trimark Small Companies Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Global Real Estate Fund 0.75% 0.25% 1.00% AIM High Yield Fund 0.75% 0.25% 1.00% AIM Income Fund 0.75% 0.25% 1.00% AIM Intermediate Government Fund 0.75% 0.25% 1.00% AIM Money Market Fund 0.75% 0.25% 1.00% AIM Municipal Bond Fund 0.75% 0.25% 1.00% AIM Real Estate Fund 0.75% 0.25% 1.00% AIM Short Term Bond Fund 0.75% 0.25% 1.00% AIM Total Return Bond Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Energy Fund 0.75% 0.25% 1.00% AIM Financial Services Fund 0.75% 0.25% 1.00% AIM Gold & Precious Metals Fund 0.75% 0.25% 1.00% AIM Leisure Fund 0.75% 0.25% 1.00% AIM Technology Fund 0.75% 0.25% 1.00% AIM Utilities Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Opportunities I Fund 0.75% 0.25% 1.00% AIM Opportunities II Fund 0.75% 0.25% 1.00% AIM Opportunities III Fund 0.75% 0.25% 1.00%
3
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Dynamics Fund 0.75% 0.25% 1.00% AIM Small Company Growth Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class C Shares 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM High Income Municipal Fund 0.75% 0.25% 1.00%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)." All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: March 27, 2006 4 EX-99.M3.Q 48 h43124bexv99wm3wq.txt AMENDMENT NO.16 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 16 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective March 31, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM China Fund, AIM Enhanced Short Bond Fund, AIM International Bond Fund, AIM Japan Fund, AIM Structured Core Fund, AIM Structured Growth Fund and AIM Structured Value Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Advantage Health Sciences Fund 0.75% 0.25% 1.00% AIM Multi-Sector Fund 0.75% 0.25% 1.00% AIM Structured Core Fund 0.75% 0.25% 1.00% AIM Structured Growth Fund 0.75% 0.25% 1.00% AIM Structured Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Capital Development Fund 0.75% 0.25% 1.00% AIM Charter Fund 0.75% 0.25% 1.00% AIM Constellation Fund 0.75% 0.25% 1.00% AIM Diversified Dividend Fund 0.75% 0.25% 1.00% AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Large Cap Growth Fund 0.75% 0.25% 1.00% AIM Mid Cap Growth Fund 0.75% 0.25% 1.00% AIM Select Basic Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Basic Balanced Fund 0.75% 0.25% 1.00% AIM European Small Company Fund 0.75% 0.25% 1.00% AIM Global Value Fund 0.75% 0.25% 1.00% AIM International Small Company Fund 0.75% 0.25% 1.00% AIM Mid Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Premier Equity Fund 0.75% 0.25% 1.00% AIM Select Equity Fund 0.75% 0.25% 1.00% AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Basic Value Fund 0.75% 0.25% 1.00% AIM Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Global Equity Fund 0.75% 0.25% 1.00% AIM Growth Allocation Fund 0.75% 0.25% 1.00% AIM Income Allocation Fund 0.75% 0.25% 1.00% AIM International Allocation Fund 0.75% 0.25% 1.00% AIM Mid Cap Core Equity Fund 0.75% 0.25% 1.00% AIM Moderate Allocation Fund 0.75% 0.25% 1.00% AIM Moderate Growth Allocation Fund 0.75% 0.25% 1.00% AIM Moderately Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Small Cap Growth Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Asia Pacific Growth Fund 0.75% 0.25% 1.00% AIM European Growth Fund 0.75% 0.25% 1.00% AIM Global Aggressive Growth Fund 0.75% 0.25% 1.00% AIM Global Growth Fund 0.75% 0.25% 1.00% AIM International Core Equity Fund 0.75% 0.25% 1.00% AIM International Growth Fund 0.75% 0.25% 1.00%
2
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM China Fund 0.75% 0.25% 1.00% AIM Developing Markets Fund 0.75% 0.25% 1.00% AIM Enhanced Short Bond Fund 0.75% 0.25% 1.00% AIM Global Health Care Fund 0.75% 0.25% 1.00% AIM International Bond Fund 0.75% 0.25% 1.00% AIM Japan Fund 0.75% 0.25% 1.00% AIM Trimark Endeavor Fund 0.75% 0.25% 1.00% AIM Trimark Fund 0.75% 0.25% 1.00% AIM Trimark Small Companies Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Global Real Estate Fund 0.75% 0.25% 1.00% AIM High Yield Fund 0.75% 0.25% 1.00% AIM Income Fund 0.75% 0.25% 1.00% AIM Intermediate Government Fund 0.75% 0.25% 1.00% AIM Money Market Fund 0.75% 0.25% 1.00% AIM Municipal Bond Fund 0.75% 0.25% 1.00% AIM Real Estate Fund 0.75% 0.25% 1.00% AIM Short Term Bond Fund 0.75% 0.25% 1.00% AIM Total Return Bond Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Energy Fund 0.75% 0.25% 1.00% AIM Financial Services Fund 0.75% 0.25% 1.00% AIM Gold & Precious Metals Fund 0.75% 0.25% 1.00% AIM Leisure Fund 0.75% 0.25% 1.00% AIM Technology Fund 0.75% 0.25% 1.00% AIM Utilities Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Opportunities I Fund 0.75% 0.25% 1.00% AIM Opportunities II Fund 0.75% 0.25% 1.00% AIM Opportunities III Fund 0.75% 0.25% 1.00%
3
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Dynamics Fund 0.75% 0.25% 1.00% AIM Small Company Growth Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class C Shares 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM High Income Municipal Fund 0.75% 0.25% 1.00%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)." All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: March 31, 2006 4 EX-99.M3.R 49 h43124bexv99wm3wr.txt AMENDMENT NO.17 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 17 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 10, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the removal of AIM Mid Cap Growth Fund, AIM Premier Equity Fund and AIM Small Company Growth Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Advantage Health Sciences Fund 0.75% 0.25% 1.00% AIM Multi-Sector Fund 0.75% 0.25% 1.00% AIM Structured Core Fund 0.75% 0.25% 1.00% AIM Structured Growth Fund 0.75% 0.25% 1.00% AIM Structured Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Capital Development Fund 0.75% 0.25% 1.00% AIM Charter Fund 0.75% 0.25% 1.00% AIM Constellation Fund 0.75% 0.25% 1.00% AIM Diversified Dividend Fund 0.75% 0.25% 1.00% AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Large Cap Growth Fund 0.75% 0.25% 1.00% AIM Select Basic Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------ ------- --------- PORTFOLIO - CLASS C SHARES AIM Basic Balanced Fund 0.75% 0.25% 1.00% AIM European Small Company Fund 0.75% 0.25% 1.00% AIM Global Value Fund 0.75% 0.25% 1.00% AIM International Small Company Fund 0.75% 0.25% 1.00% AIM Mid Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Select Equity Fund 0.75% 0.25% 1.00% AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Basic Value Fund 0.75% 0.25% 1.00% AIM Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Global Equity Fund 0.75% 0.25% 1.00% AIM Growth Allocation Fund 0.75% 0.25% 1.00% AIM Income Allocation Fund 0.75% 0.25% 1.00% AIM International Allocation Fund 0.75% 0.25% 1.00% AIM Mid Cap Core Equity Fund 0.75% 0.25% 1.00% AIM Moderate Allocation Fund 0.75% 0.25% 1.00% AIM Moderate Growth Allocation Fund 0.75% 0.25% 1.00% AIM Moderately Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Small Cap Growth Fund 0.75% 0.25% 1.00%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Asia Pacific Growth Fund 0.75% 0.25% 1.00% AIM European Growth Fund 0.75% 0.25% 1.00% AIM Global Aggressive Growth Fund 0.75% 0.25% 1.00% AIM Global Growth Fund 0.75% 0.25% 1.00% AIM International Core Equity Fund 0.75% 0.25% 1.00% AIM International Growth Fund 0.75% 0.25% 1.00%
2
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM China Fund 0.75% 0.25% 1.00% AIM Developing Markets Fund 0.75% 0.25% 1.00% AIM Enhanced Short Bond Fund 0.75% 0.25% 1.00% AIM Global Health Care Fund 0.75% 0.25% 1.00% AIM International Bond Fund 0.75% 0.25% 1.00% AIM Japan Fund 0.75% 0.25% 1.00% AIM Trimark Endeavor Fund 0.75% 0.25% 1.00% AIM Trimark Fund 0.75% 0.25% 1.00% AIM Trimark Small Companies Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Global Real Estate Fund 0.75% 0.25% 1.00% AIM High Yield Fund 0.75% 0.25% 1.00% AIM Income Fund 0.75% 0.25% 1.00% AIM Intermediate Government Fund 0.75% 0.25% 1.00% AIM Money Market Fund 0.75% 0.25% 1.00% AIM Municipal Bond Fund 0.75% 0.25% 1.00% AIM Real Estate Fund 0.75% 0.25% 1.00% AIM Short Term Bond Fund 0.75% 0.25% 1.00% AIM Total Return Bond Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Energy Fund 0.75% 0.25% 1.00% AIM Financial Services Fund 0.75% 0.25% 1.00% AIM Gold & Precious Metals Fund 0.75% 0.25% 1.00% AIM Leisure Fund 0.75% 0.25% 1.00% AIM Technology Fund 0.75% 0.25% 1.00% AIM Utilities Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Opportunities I Fund 0.75% 0.25% 1.00% AIM Opportunities II Fund 0.75% 0.25% 1.00% AIM Opportunities III Fund 0.75% 0.25% 1.00%
3
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Dynamics Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class C Shares 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM High Income Municipal Fund 0.75% 0.25% 1.00%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)." All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: April 10, 2006 4 EX-99.M3.S 50 h43124bexv99wm3ws.txt AMENDMENT NO.18 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 18 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 14, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Floating Rate Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.
MAXIMUM ASSET AIM COUNSELOR SERIES TRUST BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS C SHARES CHARGE FEE FEE ------- ------- ---------- AIM Advantage Health Sciences Fund 0.75% 0.25% 1.00% AIM Floating Rate Fund 0.50% 0.25% 0.75% AIM Multi-Sector Fund 0.75% 0.25% 1.00% AIM Structured Core Fund 0.75% 0.25% 1.00% AIM Structured Growth Fund 0.75% 0.25% 1.00% AIM Structured Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET AIM EQUITY FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS C SHARES CHARGE FEE FEE ------- ------- ---------- AIM Capital Development Fund 0.75% 0.25% 1.00% AIM Charter Fund 0.75% 0.25% 1.00% AIM Constellation Fund 0.75% 0.25% 1.00% AIM Diversified Dividend Fund 0.75% 0.25% 1.00% AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Large Cap Growth Fund 0.75% 0.25% 1.00% AIM Select Basic Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET AIM FUNDS GROUP BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS C SHARES CHARGE FEE FEE ------- ------- ---------- AIM Basic Balanced Fund 0.75% 0.25% 1.00% AIM European Small Company Fund 0.75% 0.25% 1.00% AIM Global Value Fund 0.75% 0.25% 1.00% AIM International Small Company Fund 0.75% 0.25% 1.00% AIM Mid Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Select Equity Fund 0.75% 0.25% 1.00% AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET AIM GROWTH SERIES BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS C SHARES CHARGE FEE FEE ------- ------- ---------- AIM Basic Value Fund 0.75% 0.25% 1.00% AIM Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Global Equity Fund 0.75% 0.25% 1.00% AIM Growth Allocation Fund 0.75% 0.25% 1.00% AIM Income Allocation Fund 0.75% 0.25% 1.00% AIM International Allocation Fund 0.75% 0.25% 1.00% AIM Mid Cap Core Equity Fund 0.75% 0.25% 1.00% AIM Moderate Allocation Fund 0.75% 0.25% 1.00% AIM Moderate Growth Allocation Fund 0.75% 0.25% 1.00% AIM Moderately Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Small Cap Growth Fund 0.75% 0.25% 1.00%
MINIMUM ASSET AIM INTERNATIONAL MUTUAL FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS C SHARES CHARGE FEE FEE ------- ------- ---------- AIM Asia Pacific Growth Fund 0.75% 0.25% 1.00% AIM European Growth Fund 0.75% 0.25% 1.00% AIM Global Aggressive Growth Fund 0.75% 0.25% 1.00% AIM Global Growth Fund 0.75% 0.25% 1.00% AIM International Core Equity Fund 0.75% 0.25% 1.00% AIM International Growth Fund 0.75% 0.25% 1.00%
2
MAXIMUM ASSET AIM INVESTMENT FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS C SHARES CHARGE FEE FEE ------- ------- ---------- AIM China Fund 0.75% 0.25% 1.00% AIM Developing Markets Fund 0.75% 0.25% 1.00% AIM Enhanced Short Bond Fund 0.75% 0.25% 1.00% AIM Global Health Care Fund 0.75% 0.25% 1.00% AIM International Bond Fund 0.75% 0.25% 1.00% AIM Japan Fund 0.75% 0.25% 1.00% AIM Trimark Endeavor Fund 0.75% 0.25% 1.00% AIM Trimark Fund 0.75% 0.25% 1.00% AIM Trimark Small Companies Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET AIM INVESTMENT SECURITIES FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS C SHARES CHARGE FEE FEE ------- ------- ---------- AIM Global Real Estate Fund 0.75% 0.25% 1.00% AIM High Yield Fund 0.75% 0.25% 1.00% AIM Income Fund 0.75% 0.25% 1.00% AIM Intermediate Government Fund 0.75% 0.25% 1.00% AIM Money Market Fund 0.75% 0.25% 1.00% AIM Municipal Bond Fund 0.75% 0.25% 1.00% AIM Real Estate Fund 0.75% 0.25% 1.00% AIM Short Term Bond Fund 0.75% 0.25% 1.00% AIM Total Return Bond Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET AIM SECTOR FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS C SHARES CHARGE FEE FEE ------- ------- ---------- AIM Energy Fund 0.75% 0.25% 1.00% AIM Financial Services Fund 0.75% 0.25% 1.00% AIM Gold & Precious Metals Fund 0.75% 0.25% 1.00% AIM Leisure Fund 0.75% 0.25% 1.00% AIM Technology Fund 0.75% 0.25% 1.00% AIM Utilities Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET AIM SPECIAL OPPORTUNITIES FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS C SHARES CHARGE FEE FEE ------- ------- ---------- AIM Opportunities I Fund 0.75% 0.25% 1.00% AIM Opportunities II Fund 0.75% 0.25% 1.00% AIM Opportunities III Fund 0.75% 0.25% 1.00%
3
MAXIMUM ASSET AIM STOCK FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS C SHARES CHARGE FEE FEE ------- ------- ---------- AIM Dynamics Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE ------- ------- ---------- Class C Shares 0.75% 0.25% 1.00%
MAXIMUM ASSET AIM TAX-EXEMPT FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS C SHARES CHARGE FEE FEE ------- ------- ---------- AIM High Income Municipal Fund 0.75% 0.25% 1.00%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)." All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: April 14, 2006 4 EX-99.M3.T 51 h43124bexv99wm3wt.txt FIRST RESTATED MASTER DISTRIBUTION PLAN FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) (EFFECTIVE AUGUST 18, 2003, AND AS SUBSEQUENTLY AMENDED) SECTION 1. Each registered investment company, as described in Schedule A to this plan (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or of beneficial interest, as the case may be, set forth in Schedule A to this plan (each, a "Portfolio"), may act as a distributor of the Class C Shares of such Portfolio (the "Shares") of which such Fund is the issuer, pursuant to Rule12b-1 under the Investment Company Act of 1940 (the "1940 Act"), according to the terms of this First Restated Master Distribution Plan (the "Plan"). SECTION 2. The Fund may incur expenses pursuant to this Plan on behalf of a Portfolio at the applicable annual rate set forth on Schedule A under "Maximum Aggregate Fee" of the average daily net assets of the Portfolio attributable to the Shares. Such expenses shall be subject to any applicable limitations imposed from time to time by the applicable rules of NASD Inc. ("NASD"). SECTION 3. The Fund may expend amounts under this Plan to finance distribution-related services for the Shares of each Portfolio. Distribution-related services shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering this Plan. The Fund has selected A I M Distributors, Inc. ("Distributors") to provide distribution-related services on behalf of and for the Shares of each Portfolio. Distributors may provide such distribution-related services either directly or through third parties. SECTION 4. The Fund may also expend amounts under this Plan to finance payments of service fees under arrangements for personal continuing shareholder services. Personal continuing shareholder services may include, but shall not be limited to, the following: (I) distributing sales literature to customers; (ii) answering routine customer inquiries concerning the Fund and the Shares; (iii) assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several retirement plans offered in connection with the purchase of Shares; (iv) assisting customers in the establishment and maintenance of customer accounts and records, and in the placement of purchase and redemption transactions; (v) assisting customers in investing dividends and capital gains distributions automatically in Shares; and (vi) providing such other information and services as the Fund or the customer may reasonably request. Distributors may implement these arrangements either directly or through third parties. SECTION 5. All amounts expended pursuant to this Plan shall be paid to Distributors pursuant to the related agreement to this Plan attached hereto as Exhibit A and are the legal obligation of the Fund and not of Distributors. The maximum service fee payable by the Fund on behalf of a Portfolio for personal continuing shareholder services shall be twenty-five one- 1 hundredths of one percent (0.25%), or such lower rate for the Portfolio as is specified on Schedule A, per annum of the average daily net assets of the Portfolio attributable to the Shares owned by the customers of entity providing such shareholder services. No provision of this Plan shall be interpreted to prohibit any payments by the Fund with respect to the Shares of a Portfolio during periods when the Fund has suspended or otherwise limited sales of such Shares. SECTION 6. Distributors shall provide to the Fund's Board of Directors/Trustees ("Board of Trustees") and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made. SECTION 7. This Plan and any agreement related to this Plan shall become effective immediately, with respect to any Portfolio, upon the receipt by the applicable Fund of both (a) the affirmative vote of a majority of the Board of Trustees of the Fund, and (b) the affirmative vote of a majority of those Directors\Trustees ("Trustees") of the Fund who are not "interested persons" of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Dis-interested Trustees"), cast in person at a meeting called for the purpose of voting on this Plan or such agreement. SECTION 8. Any material amendments to this Plan must be approved, with respect to any Portfolio, by both (a) the affirmative vote of a majority of the Board of Trustees of the applicable Fund, and (b) the affirmative vote of a majority of the Dis-interested Trustees, cast in person at a meeting called for the purpose of voting on the amendment. In addition, this Plan may not be amended with respect to the Shares of any Portfolio to increase materially the amount to be spent for distribution provided for in Section 2 hereof unless such amendment is approved by a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Shares of such Portfolio. SECTION 9. Unless sooner terminated pursuant to Section 10, this Plan and any related agreement shall continue in effect for the Shares of each Portfolio until June 30, 2007 and thereafter each shall continue in effect so long as such continuance is specifically approved, at least annually, in the manner provided for approval of this Plan in Section 7. SECTION 10. This Plan may be terminated with respect to the Shares of any Portfolio at any time by vote of a majority of the Dis-interested Trustees of the applicable Fund, or by vote of a majority of the outstanding Shares of such Portfolio. If this Plan is terminated with respect to a Portfolio, the obligation of the Fund to make payments pursuant to this Plan with respect to such Portfolio will also cease and the Fund will not be required to make any payments with respect to such Portfolio beyond the termination date. SECTION 11. Any agreement related to this Plan shall be made in writing, and shall provide: (a) that such agreement may be terminated at any time, with respect to the Shares of any Portfolio, without payment of any penalty, by vote of a majority of the Dis-interested Trustees of the applicable Fund or by a vote of the outstanding Shares of such Portfolio, on not more than sixty (60) days' written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. 2 SECTION 12. This Plan restates the plan of distribution in effect immediately prior to September 20, 2006 (the "Prior Plan") for each Portfolio listed on Schedule A which had adopted the Prior Plan, insofar as such Prior Plan pertains to Class C Shares of the Portfolio. 3 SCHEDULE A TO FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Advantage Health Sciences Fund 0.75% 0.25% 1.00% AIM Floating Rate Fund 0.50% 0.25% 0.75% AIM Multi-Sector Fund 0.75% 0.25% 1.00% AIM Structured Core Fund 0.75% 0.25% 1.00% AIM Structured Growth Fund 0.75% 0.25% 1.00% AIM Structured Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Capital Development Fund 0.75% 0.25% 1.00% AIM Charter Fund 0.75% 0.25% 1.00% AIM Constellation Fund 0.75% 0.25% 1.00% AIM Diversified Dividend Fund 0.75% 0.25% 1.00% AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Large Cap Growth Fund 0.75% 0.25% 1.00% AIM Select Basic Value Fund 0.75% 0.25% 1.00%
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MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Basic Balanced Fund 0.75% 0.25% 1.00% AIM European Small Company Fund 0.75% 0.25% 1.00% AIM Global Value Fund 0.75% 0.25% 1.00% AIM International Small Company Fund 0.75% 0.25% 1.00% AIM Mid Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Select Equity Fund 0.75% 0.25% 1.00% AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Basic Value Fund 0.75% 0.25% 1.00% AIM Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Global Equity Fund 0.75% 0.25% 1.00% AIM Growth Allocation Fund 0.75% 0.25% 1.00% AIM Income Allocation Fund 0.75% 0.25% 1.00% AIM International Allocation Fund 0.75% 0.25% 1.00% AIM Mid Cap Core Equity Fund 0.75% 0.25% 1.00% AIM Moderate Allocation Fund 0.75% 0.25% 1.00% AIM Moderate Growth Allocation Fund 0.75% 0.25% 1.00% AIM Moderately Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Small Cap Growth Fund 0.75% 0.25% 1.00%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Asia Pacific Growth Fund 0.75% 0.25% 1.00% AIM European Growth Fund 0.75% 0.25% 1.00% AIM Global Aggressive Growth Fund 0.75% 0.25% 1.00% AIM Global Growth Fund 0.75% 0.25% 1.00% AIM International Core Equity Fund 0.75% 0.25% 1.00% AIM International Growth Fund 0.75% 0.25% 1.00%
5
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM China Fund 0.75% 0.25% 1.00% AIM Developing Markets Fund 0.75% 0.25% 1.00% AIM Enhanced Short Bond Fund 0.75% 0.25% 1.00% AIM Global Health Care Fund 0.75% 0.25% 1.00% AIM International Bond Fund 0.75% 0.25% 1.00% AIM Japan Fund 0.75% 0.25% 1.00% AIM Trimark Endeavor Fund 0.75% 0.25% 1.00% AIM Trimark Fund 0.75% 0.25% 1.00% AIM Trimark Small Companies Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Global Real Estate Fund 0.75% 0.25% 1.00% AIM High Yield Fund 0.75% 0.25% 1.00% AIM Income Fund 0.75% 0.25% 1.00% AIM Intermediate Government Fund 0.75% 0.25% 1.00% AIM Money Market Fund 0.75% 0.25% 1.00% AIM Municipal Bond Fund 0.75% 0.25% 1.00% AIM Real Estate Fund 0.75% 0.25% 1.00% AIM Short Term Bond Fund 0.75% 0.25% 1.00% AIM Total Return Bond Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Energy Fund 0.75% 0.25% 1.00% AIM Financial Services Fund 0.75% 0.25% 1.00% AIM Gold & Precious Metals Fund 0.75% 0.25% 1.00% AIM Leisure Fund 0.75% 0.25% 1.00% AIM Technology Fund 0.75% 0.25% 1.00% AIM Utilities Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Opportunities I Fund 0.75% 0.25% 1.00% AIM Opportunities II Fund 0.75% 0.25% 1.00% AIM Opportunities III Fund 0.75% 0.25% 1.00%
6
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Dynamics Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class C Shares 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM High Income Municipal Fund 0.75% 0.25% 1.00%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof). 7 EX-99.M3.U 52 h43124bexv99wm3wu.txt AMENDMENT NO.1 TO FIRST RESTATED MASTER DISTRIBUTION PLAN AMENDMENT NO. 1 TO THE FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, and as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective January 31, 2007, as follows: WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Advantage Health Sciences Fund 0.75% 0.25% 1.00% AIM Floating Rate Fund 0.50% 0.25% 0.75% AIM Multi-Sector Fund 0.75% 0.25% 1.00% AIM Structured Core Fund 0.75% 0.25% 1.00% AIM Structured Growth Fund 0.75% 0.25% 1.00% AIM Structured Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Capital Development Fund 0.75% 0.25% 1.00% AIM Charter Fund 0.75% 0.25% 1.00% AIM Constellation Fund 0.75% 0.25% 1.00% AIM Diversified Dividend Fund 0.75% 0.25% 1.00% AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Large Cap Growth Fund 0.75% 0.25% 1.00% AIM Select Basic Value Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Basic Balanced Fund 0.75% 0.25% 1.00% AIM European Small Company Fund 0.75% 0.25% 1.00% AIM Global Value Fund 0.75% 0.25% 1.00% AIM International Small Company Fund 0.75% 0.25% 1.00% AIM Mid Cap Basic Value Fund 0.75% 0.25% 1.00% AIM Select Equity Fund 0.75% 0.25% 1.00% AIM Small Cap Equity Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Basic Value Fund 0.75% 0.25% 1.00% AIM Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Global Equity Fund 0.75% 0.25% 1.00% AIM Growth Allocation Fund 0.75% 0.25% 1.00% AIM Income Allocation Fund 0.75% 0.25% 1.00% AIM Independence Now Fund 0.75% 0.25% 1.00% AIM Independence 2010 Fund 0.75% 0.25% 1.00% AIM Independence 2020 Fund 0.75% 0.25% 1.00% AIM Independence 2030 Fund 0.75% 0.25% 1.00% AIM Independence 2040 Fund 0.75% 0.25% 1.00% AIM Independence 2050 Fund 0.75% 0.25% 1.00% AIM International Allocation Fund 0.75% 0.25% 1.00% AIM Mid Cap Core Equity Fund 0.75% 0.25% 1.00% AIM Moderate Allocation Fund 0.75% 0.25% 1.00% AIM Moderate Growth Allocation Fund 0.75% 0.25% 1.00% AIM Moderately Conservative Allocation Fund 0.75% 0.25% 1.00% AIM Small Cap Growth Fund 0.75% 0.25% 1.00%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Asia Pacific Growth Fund 0.75% 0.25% 1.00% AIM European Growth Fund 0.75% 0.25% 1.00% AIM Global Aggressive Growth Fund 0.75% 0.25% 1.00% AIM Global Growth Fund 0.75% 0.25% 1.00% AIM International Core Equity Fund 0.75% 0.25% 1.00% AIM International Growth Fund 0.75% 0.25% 1.00%
2
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM China Fund 0.75% 0.25% 1.00% AIM Developing Markets Fund 0.75% 0.25% 1.00% AIM Enhanced Short Bond Fund 0.75% 0.25% 1.00% AIM Global Health Care Fund 0.75% 0.25% 1.00% AIM International Bond Fund 0.75% 0.25% 1.00% AIM Japan Fund 0.75% 0.25% 1.00% AIM Trimark Endeavor Fund 0.75% 0.25% 1.00% AIM Trimark Fund 0.75% 0.25% 1.00% AIM Trimark Small Companies Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Global Real Estate Fund 0.75% 0.25% 1.00% AIM High Yield Fund 0.75% 0.25% 1.00% AIM Income Fund 0.75% 0.25% 1.00% AIM Intermediate Government Fund 0.75% 0.25% 1.00% AIM Money Market Fund 0.75% 0.25% 1.00% AIM Municipal Bond Fund 0.75% 0.25% 1.00% AIM Real Estate Fund 0.75% 0.25% 1.00% AIM Short Term Bond Fund 0.75% 0.25% 1.00% AIM Total Return Bond Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Energy Fund 0.75% 0.25% 1.00% AIM Financial Services Fund 0.75% 0.25% 1.00% AIM Gold & Precious Metals Fund 0.75% 0.25% 1.00% AIM Leisure Fund 0.75% 0.25% 1.00% AIM Technology Fund 0.75% 0.25% 1.00% AIM Utilities Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SPECIAL OPPORTUNITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Opportunities I Fund 0.75% 0.25% 1.00% AIM Opportunities II Fund 0.75% 0.25% 1.00% AIM Opportunities III Fund 0.75% 0.25% 1.00%
3
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM Dynamics Fund 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SUMMIT FUND CHARGE FEE FEE - --------------- ------- ------- --------- Class C Shares 0.75% 0.25% 1.00%
MAXIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM TAX-EXEMPT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS C SHARES AIM High Income Municipal Fund 0.75% 0.25% 1.00%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)." All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: January 31, 2007 4 EX-99.M4.L 53 h43124bexv99wm4wl.txt AMENDMENT NO.11 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 11 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective March 27, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the removal of AIM Aggressive Growth Fund, AIM Blue Chip Fund and AIM Weingarten Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Capital Development Fund 0.25% 0.25% 0.50% AIM Charter Fund 0.25% 0.25% 0.50% AIM Constellation Fund 0.25% 0.25% 0.50% AIM Diversified Dividend Fund 0.25% 0.25% 0.50% AIM Large Cap Basic Value Fund 0.25% 0.25% 0.50% AIM Large Cap Growth Fund 0.25% 0.25% 0.50% AIM Mid Cap Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Basic Balanced Fund 0.25% 0.25% 0.50% AIM Mid Cap Basic Value Fund 0.25% 0.25% 0.50% AIM Premier Equity Fund 0.25% 0.25% 0.50% AIM Small Cap Equity Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Basic Value Fund 0.25% 0.25% 0.50% AIM Conservative Allocation Fund 0.25% 0.25% 0.50% AIM Global Equity Fund 0.25% 0.25% 0.50% AIM Growth Allocation Fund 0.25% 0.25% 0.50% AIM Income Allocation Fund 0.25% 0.25% 0.50% AIM International Allocation Fund 0.25% 0.25% 0.50% AIM Mid Cap Core Equity Fund 0.25% 0.25% 0.50% AIM Moderate Allocation Fund 0.25% 0.25% 0.50% AIM Moderate Growth Allocation Fund 0.25% 0.25% 0.50% AIM Moderately Conservative Allocation Fund 0.25% 0.25% 0.50% AIM Small Cap Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM European Growth Fund 0.25% 0.25% 0.50% AIM International Core Equity Fund 0.25% 0.25% 0.50% AIM International Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Trimark Endeavor Fund 0.25% 0.25% 0.50% AIM Trimark Fund 0.25% 0.25% 0.50% AIM Trimark Small Companies Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Global Real Estate Fund 0.25% 0.25% 0.50% AIM Income Fund 0.25% 0.25% 0.50% AIM Intermediate Government Fund 0.25% 0.25% 0.50% AIM Money Market Fund 0.25% 0.25% 0.50% AIM Real Estate Fund 0.25% 0.25% 0.50% AIM Short Term Bond Fund 0.25% 0.25% 0.50% AIM Total Return Bond Fund 0.25% 0.25% 0.50%
2
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Leisure Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Dynamics Fund 0.25% 0.25% 0.50% AIM Small Company Growth Fund 0.25% 0.25% 0.50%"
All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: March 27, 2006 3 EX-99.M4.M 54 h43124bexv99wm4wm.txt AMENDMENT NO.12 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 12 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective March 31, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Enhanced Short Bond Fund, AIM Structured Core Fund, AIM Structured Growth Fund and AIM Structured Value Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Capital Development Fund 0.25% 0.25% 0.50% AIM Charter Fund 0.25% 0.25% 0.50% AIM Constellation Fund 0.25% 0.25% 0.50% AIM Diversified Dividend Fund 0.25% 0.25% 0.50% AIM Large Cap Basic Value Fund 0.25% 0.25% 0.50% AIM Large Cap Growth Fund 0.25% 0.25% 0.50% AIM Mid Cap Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Basic Balanced Fund 0.25% 0.25% 0.50% AIM Mid Cap Basic Value Fund 0.25% 0.25% 0.50% AIM Premier Equity Fund 0.25% 0.25% 0.50% AIM Small Cap Equity Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Basic Value Fund 0.25% 0.25% 0.50% AIM Conservative Allocation Fund 0.25% 0.25% 0.50% AIM Global Equity Fund 0.25% 0.25% 0.50% AIM Growth Allocation Fund 0.25% 0.25% 0.50% AIM Income Allocation Fund 0.25% 0.25% 0.50% AIM International Allocation Fund 0.25% 0.25% 0.50% AIM Mid Cap Core Equity Fund 0.25% 0.25% 0.50% AIM Moderate Allocation Fund 0.25% 0.25% 0.50% AIM Moderate Growth Allocation Fund 0.25% 0.25% 0.50% AIM Moderately Conservative Allocation Fund 0.25% 0.25% 0.50% AIM Small Cap Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM European Growth Fund 0.25% 0.25% 0.50% AIM International Core Equity Fund 0.25% 0.25% 0.50% AIM International Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Enhanced Short Bond Fund 0.25% 0.25% 0.50% AIM Trimark Endeavor Fund 0.25% 0.25% 0.50% AIM Trimark Fund 0.25% 0.25% 0.50% AIM Trimark Small Companies Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Global Real Estate Fund 0.25% 0.25% 0.50% AIM Income Fund 0.25% 0.25% 0.50% AIM Intermediate Government Fund 0.25% 0.25% 0.50% AIM Money Market Fund 0.25% 0.25% 0.50% AIM Real Estate Fund 0.25% 0.25% 0.50% AIM Short Term Bond Fund 0.25% 0.25% 0.50% AIM Total Return Bond Fund 0.25% 0.25% 0.50%
2
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Structured Core Fund 0.25% 0.25% 0.50% AIM Structured Growth Fund 0.25% 0.25% 0.50% AIM Structured Value Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Leisure Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Dynamics Fund 0.25% 0.25% 0.50% AIM Small Company Growth Fund 0.25% 0.25% 0.50%"
All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: March 31, 2006 3 EX-99.M4.N 55 h43124bexv99wm4wn.txt AMENDMENT NO.13 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 13 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 10, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the removal of AIM Mid Cap Growth Fund, AIM Premier Equity Fund and AIM Small Company Growth; NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Capital Development Fund 0.25% 0.25% 0.50% AIM Charter Fund 0.25% 0.25% 0.50% AIM Constellation Fund 0.25% 0.25% 0.50% AIM Diversified Dividend Fund 0.25% 0.25% 0.50% AIM Large Cap Basic Value Fund 0.25% 0.25% 0.50% AIM Large Cap Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Basic Balanced Fund 0.25% 0.25% 0.50% AIM Mid Cap Basic Value Fund 0.25% 0.25% 0.50% AIM Small Cap Equity Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Basic Value Fund 0.25% 0.25% 0.50% AIM Conservative Allocation Fund 0.25% 0.25% 0.50% AIM Global Equity Fund 0.25% 0.25% 0.50% AIM Growth Allocation Fund 0.25% 0.25% 0.50% AIM Income Allocation Fund 0.25% 0.25% 0.50% AIM International Allocation Fund 0.25% 0.25% 0.50% AIM Mid Cap Core Equity Fund 0.25% 0.25% 0.50% AIM Moderate Allocation Fund 0.25% 0.25% 0.50% AIM Moderate Growth Allocation Fund 0.25% 0.25% 0.50% AIM Moderately Conservative Allocation Fund 0.25% 0.25% 0.50% AIM Small Cap Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM European Growth Fund 0.25% 0.25% 0.50% AIM International Core Equity Fund 0.25% 0.25% 0.50% AIM International Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Enhanced Short Bond Fund 0.25% 0.25% 0.50% AIM Trimark Endeavor Fund 0.25% 0.25% 0.50% AIM Trimark Fund 0.25% 0.25% 0.50% AIM Trimark Small Companies Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM AIM INVESTMENT SECURITIES SALES SERVICE AGGREGATE FUNDS CHARGE FEE FEE - ------------------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Global Real Estate Fund 0.25% 0.25% 0.50% AIM Income Fund 0.25% 0.25% 0.50% AIM Intermediate Government Fund 0.25% 0.25% 0.50% AIM Money Market Fund 0.25% 0.25% 0.50% AIM Real Estate Fund 0.25% 0.25% 0.50% AIM Short Term Bond Fund 0.25% 0.25% 0.50% AIM Total Return Bond Fund 0.25% 0.25% 0.50%
2
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Structured Core Fund 0.25% 0.25% 0.50% AIM Structured Growth Fund 0.25% 0.25% 0.50% AIM Structured Value Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Leisure Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Dynamics Fund 0.25% 0.25% 0.50%"
All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: April 10, 2006 3 EX-99.M4.O 56 h43124bexv99wm4wo.txt AMENDMENT NO.14 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 14 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 14, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Floating Rate Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.
MINIMUM ASSET AIM COUNSELOR SERIES TRUST BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE ------- ------- --------- AIM Floating Rate Fund 0.25% 0.25% 0.50% AIM Structured Core Fund 0.25% 0.25% 0.50% AIM Structured Growth Fund 0.25% 0.25% 0.50% AIM Structured Value Fund 0.25% 0.25% 0.50%
MINIMUM ASSET AIM EQUITY FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE ------- ------- --------- AIM Capital Development Fund 0.25% 0.25% 0.50% AIM Charter Fund 0.25% 0.25% 0.50% AIM Constellation Fund 0.25% 0.25% 0.50% AIM Diversified Dividend Fund 0.25% 0.25% 0.50% AIM Large Cap Basic Value Fund 0.25% 0.25% 0.50% AIM Large Cap Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET AIM FUNDS GROUP BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE ------- ------- --------- AIM Basic Balanced Fund 0.25% 0.25% 0.50% AIM Mid Cap Basic Value Fund 0.25% 0.25% 0.50% AIM Small Cap Equity Fund 0.25% 0.25% 0.50%
MINIMUM ASSET AIM GROWTH SERIES BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE ------- ------- --------- AIM Basic Value Fund 0.25% 0.25% 0.50% AIM Conservative Allocation Fund 0.25% 0.25% 0.50% AIM Global Equity Fund 0.25% 0.25% 0.50% AIM Growth Allocation Fund 0.25% 0.25% 0.50% AIM Income Allocation Fund 0.25% 0.25% 0.50% AIM International Allocation Fund 0.25% 0.25% 0.50% AIM Mid Cap Core Equity Fund 0.25% 0.25% 0.50% AIM Moderate Allocation Fund 0.25% 0.25% 0.50% AIM Moderate Growth Allocation Fund 0.25% 0.25% 0.50% AIM Moderately Conservative Allocation Fund 0.25% 0.25% 0.50% AIM Small Cap Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET AIM INTERNATIONAL MUTUAL FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE ------- ------- --------- AIM European Growth Fund 0.25% 0.25% 0.50% AIM International Core Equity Fund 0.25% 0.25% 0.50% AIM International Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET AIM INVESTMENT FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE ------- ------- --------- AIM Enhanced Short Bond Fund 0.25% 0.25% 0.50% AIM Trimark Endeavor Fund 0.25% 0.25% 0.50% AIM Trimark Fund 0.25% 0.25% 0.50% AIM Trimark Small Companies Fund 0.25% 0.25% 0.50%
2
MINIMUM ASSET AIM INVESTMENT SECURITIES FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE ------- ------- --------- AIM Global Real Estate Fund 0.25% 0.25% 0.50% AIM Income Fund 0.25% 0.25% 0.50% AIM Intermediate Government Fund 0.25% 0.25% 0.50% AIM Money Market Fund 0.25% 0.25% 0.50% AIM Real Estate Fund 0.25% 0.25% 0.50% AIM Short Term Bond Fund 0.25% 0.25% 0.50% AIM Total Return Bond Fund 0.25% 0.25% 0.50%
MINIMUM ASSET AIM SECTOR FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE ------- ------- --------- AIM Leisure Fund 0.25% 0.25% 0.50%
MINIMUM ASSET AIM STOCK FUNDS BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE ------- ------- --------- AIM Dynamics Fund 0.25% 0.25% 0.50%"
All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: April 14, 2006 3 EX-99.M4.P 57 h43124bexv99wm4wp.txt FIRST RESTATED MASTER DISTRIBUTION PLAN FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES) (EFFECTIVE AUGUST 18, 2003, AND AS SUBSEQUENTLY AMENDED) SECTION 1. Each registered investment company, as described in Schedule A to this plan (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or of beneficial interest, as the case may be, set forth in Schedule A to this plan (each, a "Portfolio"), may act as a distributor of the Class R Shares of such Portfolio (the "Shares") of which such Fund is the issuer, pursuant to Rule12b-1 under the Investment Company Act of 1940 (the "1940 Act"), according to the terms of this First Restated Master Distribution Plan (the "Plan"). SECTION 2. The Fund may incur expenses pursuant to this Plan on behalf of a Portfolio at the applicable annual rate set forth on Schedule A under "Maximum Aggregate Fee" of the average daily net assets of the Portfolio attributable to the Shares. Such expenses shall be subject to any applicable limitations imposed from time to time by the applicable rules of NASD Inc. ("NASD"). SECTION 3. The Fund may expend amounts under this Plan to finance distribution-related services for the Shares of each Portfolio. Distribution-related services shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering this Plan. The Fund has selected A I M Distributors, Inc. ("Distributors") to provide distribution-related services on behalf of and for the Shares of each Portfolio. Distributors may provide such distribution-related services either directly or through third parties. SECTION 4. The Fund may also expend amounts under this Plan to finance payments of service fees under arrangements for personal continuing shareholder services. Personal continuing shareholder services may include, but shall not be limited to, the following: (I) distributing sales literature to customers; (ii) answering routine customer inquiries concerning the Fund and the Shares; (iii) assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several retirement plans offered in connection with the purchase of Shares; (iv) assisting customers in the establishment and maintenance of customer accounts and records, and in the placement of purchase and redemption transactions; (v) assisting customers in investing dividends and capital gains distributions automatically in Shares; and (vi) providing such other information and services as the Fund or the customer may reasonably request. Distributors may implement these arrangements either directly or through third parties. SECTION 5. All amounts expended pursuant to this Plan shall be paid to Distributors pursuant to the related agreement to this Plan attached hereto as Exhibit A and are the legal obligation of the Fund and not of Distributors. The maximum service fee payable by the Fund on behalf of a Portfolio for personal continuing shareholder services shall be twenty-five one- 1 hundredths of one percent (0.25%), or such lower rate for the Portfolio as is specified on Schedule A, per annum of the average daily net assets of the Portfolio attributable to the Shares owned by the customers of entity providing such shareholder services. No provision of this Plan shall be interpreted to prohibit any payments by the Fund with respect to the Shares of a Portfolio during periods when the Fund has suspended or otherwise limited sales of such Shares. SECTION 6. Distributors shall provide to the Fund's Board of Directors/Trustees ("Board of Trustees") and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made. SECTION 7. This Plan and any agreement related to this Plan shall become effective immediately, with respect to any Portfolio, upon the receipt by the applicable Fund of both (a) the affirmative vote of a majority of the Board of Trustees of the Fund, and (b) the affirmative vote of a majority of those Directors\Trustees ("Trustees") of the Fund who are not "interested persons" of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Dis-interested Trustees"), cast in person at a meeting called for the purpose of voting on this Plan or such agreement. SECTION 8. Any material amendments to this Plan must be approved, with respect to any Portfolio, by both (a) the affirmative vote of a majority of the Board of Trustees of the applicable Fund, and (b) the affirmative vote of a majority of the Dis-interested Trustees, cast in person at a meeting called for the purpose of voting on the amendment. In addition, this Plan may not be amended with respect to the Shares of any Portfolio to increase materially the amount to be spent for distribution provided for in Section 2 hereof unless such amendment is approved by a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Shares of such Portfolio. SECTION 9. Unless sooner terminated pursuant to Section 10, this Plan and any related agreement shall continue in effect for the Shares of each Portfolio until June 30, 2007 and thereafter each shall continue in effect so long as such continuance is specifically approved, at least annually, in the manner provided for approval of this Plan in Section 7. SECTION 10. This Plan may be terminated with respect to the Shares of any Portfolio at any time by vote of a majority of the Dis-interested Trustees of the applicable Fund, or by vote of a majority of the outstanding Shares of such Portfolio. If this Plan is terminated with respect to a Portfolio, the obligation of the Fund to make payments pursuant to this Plan with respect to such Portfolio will also cease and the Fund will not be required to make any payments with respect to such Portfolio beyond the termination date. SECTION 11. Any agreement related to this Plan shall be made in writing, and shall provide: (a) that such agreement may be terminated at any time, with respect to the Shares of any Portfolio, without payment of any penalty, by vote of a majority of the Dis-interested Trustees of the applicable Fund or by a vote of the outstanding Shares of such Portfolio, on not more than sixty (60) days' written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. 2 SECTION 12. This Plan restates the plan of distribution in effect immediately prior to September 20, 2006 (the "Prior Plan") for each Portfolio listed on Schedule A which had adopted the Prior Plan, insofar as such Prior Plan pertains to Class R Shares of the Portfolio. 3 SCHEDULE A TO FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio. AIM COUNSELOR SERIES TRUST
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE - -------------------------- ------- ------- --------- AIM Floating Rate Fund 0.25% 0.25% 0.50% AIM Structured Core Fund 0.25% 0.25% 0.50% AIM Structured Growth Fund 0.25% 0.25% 0.50% AIM Structured Value Fund 0.25% 0.25% 0.50%
AIM EQUITY FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE - -------------------------- ------- ------- --------- AIM Capital Development Fund 0.25% 0.25% 0.50% AIM Charter Fund 0.25% 0.25% 0.50% AIM Constellation Fund 0.25% 0.25% 0.50% AIM Diversified Dividend Fund 0.25% 0.25% 0.50% AIM Large Cap Basic Value Fund 0.25% 0.25% 0.50% AIM Large Cap Growth Fund 0.25% 0.25% 0.50%
AIM FUNDS GROUP
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE - -------------------------- ------- ------- --------- AIM Basic Balanced Fund 0.25% 0.25% 0.50% AIM Mid Cap Basic Value Fund 0.25% 0.25% 0.50% AIM Small Cap Equity Fund 0.25% 0.25% 0.50%
4 AIM GROWTH SERIES
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE - -------------------------- ------- ------- --------- AIM Basic Value Fund 0.25% 0.25% 0.50% AIM Conservative Allocation Fund 0.25% 0.25% 0.50% AIM Global Equity Fund 0.25% 0.25% 0.50% AIM Growth Allocation Fund 0.25% 0.25% 0.50% AIM Income Allocation Fund 0.25% 0.25% 0.50% AIM International Allocation Fund 0.25% 0.25% 0.50% AIM Mid Cap Core Equity Fund 0.25% 0.25% 0.50% AIM Moderate Allocation Fund 0.25% 0.25% 0.50% AIM Moderate Growth Allocation Fund 0.25% 0.25% 0.50% AIM Moderately Conservative Allocation Fund 0.25% 0.25% 0.50% AIM Small Cap Growth Fund 0.25% 0.25% 0.50%
AIM INTERNATIONAL MUTUAL FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE - -------------------------- ------- ------- --------- AIM European Growth Fund 0.25% 0.25% 0.50% AIM International Core Equity Fund 0.25% 0.25% 0.50% AIM International Growth Fund 0.25% 0.25% 0.50%
AIM INVESTMENT FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE - -------------------------- ------- ------- --------- AIM Enhanced Short Bond Fund 0.25% 0.25% 0.50% AIM Trimark Endeavor Fund 0.25% 0.25% 0.50% AIM Trimark Fund 0.25% 0.25% 0.50% AIM Trimark Small Companies Fund 0.25% 0.25% 0.50%
AIM INVESTMENT SECURITIES FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE - -------------------------- ------- ------- --------- AIM Global Real Estate Fund 0.25% 0.25% 0.50% AIM Income Fund 0.25% 0.25% 0.50% AIM Intermediate Government Fund 0.25% 0.25% 0.50% AIM Money Market Fund 0.25% 0.25% 0.50% AIM Real Estate Fund 0.25% 0.25% 0.50% AIM Short Term Bond Fund 0.25% 0.25% 0.50% AIM Total Return Bond Fund 0.25% 0.25% 0.50%
5 AIM SECTOR FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE - -------------------------- ------- ------- --------- AIM Leisure Fund 0.25% 0.25% 0.50%
AIM STOCK FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - CLASS R SHARES CHARGE FEE FEE - -------------------------- ------- ------- --------- AIM Dynamics Fund 0.25% 0.25% 0.50%
* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof). 6 EX-99.M4.Q 58 h43124bexv99wm4wq.txt AMENDMENT NO.1 TO FIRST RESTATED MASTER DISTRIBUTION PLAN AMENDMENT NO. 1 TO THE FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES) The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, and as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective January 31, 2007, as follows: WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM COUNSELOR SERIES TRUST CHARGE FEE FEE - -------------------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Floating Rate Fund 0.25% 0.25% 0.50% AIM Structured Core Fund 0.25% 0.25% 0.50% AIM Structured Growth Fund 0.25% 0.25% 0.50% AIM Structured Value Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM EQUITY FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Capital Development Fund 0.25% 0.25% 0.50% AIM Charter Fund 0.25% 0.25% 0.50% AIM Constellation Fund 0.25% 0.25% 0.50% AIM Diversified Dividend Fund 0.25% 0.25% 0.50% AIM Large Cap Basic Value Fund 0.25% 0.25% 0.50% AIM Large Cap Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM FUNDS GROUP CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Basic Balanced Fund 0.25% 0.25% 0.50% AIM Mid Cap Basic Value Fund 0.25% 0.25% 0.50% AIM Small Cap Equity Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM GROWTH SERIES CHARGE FEE FEE - ----------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Basic Value Fund 0.25% 0.25% 0.50% AIM Conservative Allocation Fund 0.25% 0.25% 0.50% AIM Global Equity Fund 0.25% 0.25% 0.50% AIM Growth Allocation Fund 0.25% 0.25% 0.50% AIM Income Allocation Fund 0.25% 0.25% 0.50% AIM Independence Now Fund 0.25% 0.25% 0.50% AIM Independence 2010 Fund 0.25% 0.25% 0.50% AIM Independence 2020 Fund 0.25% 0.25% 0.50% AIM Independence 2030 Fund 0.25% 0.25% 0.50% AIM Independence 2040 Fund 0.25% 0.25% 0.50% AIM Independence 2050 Fund 0.25% 0.25% 0.50% AIM International Allocation Fund 0.25% 0.25% 0.50% AIM Mid Cap Core Equity Fund 0.25% 0.25% 0.50% AIM Moderate Allocation Fund 0.25% 0.25% 0.50% AIM Moderate Growth Allocation Fund 0.25% 0.25% 0.50% AIM Moderately Conservative Allocation Fund 0.25% 0.25% 0.50% AIM Small Cap Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INTERNATIONAL MUTUAL FUNDS CHARGE FEE FEE - ------------------------------ ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM European Growth Fund 0.25% 0.25% 0.50% AIM International Core Equity Fund 0.25% 0.25% 0.50% AIM International Growth Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT FUNDS CHARGE FEE FEE - -------------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Enhanced Short Bond Fund 0.25% 0.25% 0.50% AIM Trimark Endeavor Fund 0.25% 0.25% 0.50% AIM Trimark Fund 0.25% 0.25% 0.50% AIM Trimark Small Companies Fund 0.25% 0.25% 0.50%
2
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM INVESTMENT SECURITIES FUNDS CHARGE FEE FEE - ------------------------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Global Real Estate Fund 0.25% 0.25% 0.50% AIM Income Fund 0.25% 0.25% 0.50% AIM Intermediate Government Fund 0.25% 0.25% 0.50% AIM Money Market Fund 0.25% 0.25% 0.50% AIM Real Estate Fund 0.25% 0.25% 0.50% AIM Short Term Bond Fund 0.25% 0.25% 0.50% AIM Total Return Bond Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM SECTOR FUNDS CHARGE FEE FEE - ---------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Leisure Fund 0.25% 0.25% 0.50%
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE AIM STOCK FUNDS CHARGE FEE FEE - --------------- ------- ------- --------- PORTFOLIO - CLASS R SHARES AIM Dynamics Fund 0.25% 0.25% 0.50%"
All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: January 31, 2007 3 EX-99.M5.F 59 h43124bexv99wm5wf.txt AMENDMENT NO.5 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 5 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (INVESTOR CLASS SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), effective July 1, 2004, pursuant to Rule 12b-1, is hereby amended, effective March 27, 2006, as follows: WHEREAS, the parties desire to amend the Plan to reflect the merger of AIM Blue Chip Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (INVESTOR CLASS SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Investor Class Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Investor Class Shares of each Portfolio to the average daily net assets of the Investor Class Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Investor Class Shares of the Portfolio. AIM EQUITY FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - INVESTOR CLASS SHARES CHARGE FEE FEE - --------------------------------- ------- ------- --------- AIM Capital Development Fund 0.00% 0.25% 0.25% AIM Large Cap Basic Value Fund 0.00% 0.25% 0.25%
AIM INTERNATIONAL MUTUAL FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - INVESTOR CLASS SHARES CHARGE FEE FEE - --------------------------------- ------- ------- --------- AIM International Core Equity Fund 0.00% 0.25% 0.25%
AIM INVESTMENT FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - INVESTOR CLASS SHARES CHARGE FEE FEE - --------------------------------- ------- ------- --------- AIM Global Health Care Fund 0.00% 0.25% 0.25%
AIM SECTOR FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - INVESTOR CLASS SHARES CHARGE FEE FEE - --------------------------------- ------- ------- --------- AIM Energy Fund 0.00% 0.25% 0.25% AIM Financial Services Fund 0.00% 0.25% 0.25% AIM Gold & Precious Metals Fund 0.00% 0.25% 0.25% AIM Leisure Fund 0.00% 0.25% 0.25% AIM Utilities Fund 0.00% 0.25% 0.25%
AIM STOCK FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - INVESTOR CLASS SHARES CHARGE FEE FEE - --------------------------------- ------- ------- --------- AIM S&P 500 Index Fund 0.00% 0.25% 0.25%"
All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: March 27, 2006 2 EX-99.M5.G 60 h43124bexv99wm5wg.txt FIRST RESTATED MASTER DISTRIBUTION PLAN FIRST RESTATED MASTER DISTRIBUTION PLAN (INVESTOR CLASS SHARES) (EFFECTIVE JULY 1, 2004, AND AS SUBSEQUENTLY AMENDED) SECTION 1. Each registered investment company, as described in Schedule A to this plan (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of beneficial interest set forth in Schedule A to this plan (each, a "Portfolio"), may act as a distributor of the Investor Class Shares of such Portfolio (the "Shares") of which such Fund is the issuer, pursuant to Rule12b-1 under the Investment Company Act of 1940 (the "1940 Act"), according to the terms of this First Restated Master Distribution Plan (the "Plan"). SECTION 2. The Fund may incur expenses pursuant to this Plan on behalf of a Portfolio at the applicable annual rate set forth on Schedule A under "Maximum Aggregate Fee" of the average daily net assets of the Portfolio attributable to the Shares. Expenses incurred pursuant to this Plan shall be subject to any applicable limitations imposed from time to time by the applicable rules of NASD Inc. ("NASD"). SECTION 3. The Fund may expend amounts under this Plan to finance distribution-related services for the Shares of each Portfolio. Distribution-related services shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering this Plan. The Fund has selected A I M Distributors, Inc. ("Distributors") to provide distribution-related services on behalf of and for the Shares of each Portfolio. Distributors may provide such distribution-related services either directly or through third parties. The specific activities and services to be provided by Distributors hereunder shall include one or more of the following: (a) the payment of compensation (including trail commissions and incentive compensation) to securities dealers, financial institutions and other organizations, which may include Distributors-affiliated companies, that render distribution and administrative services in connection with the distribution of the Fund's Investor Class Shares; (b) the printing and distribution of reports and prospectuses for the use of potential investors in the Fund; (c) the preparing and distributing of sales literature; (d) the providing of advertising and engaging in other promotional activities, including direct mail solicitation, and television, radio, newspaper and other media advertisements; and (e) the providing of such other services and activities as may from time to time be agreed upon by the Fund. SECTION 4. The Fund may also expend amounts under this Plan to finance payments of service fees under arrangements for personal continuing shareholder services. Personal continuing shareholder services may include, but shall not be limited to, the following: (i) distributing sales literature to customers; (ii) answering routine customer inquiries concerning the Fund and the Shares; (iii) assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several retirement plans offered in connection with the purchase of Shares; (iv) assisting customers in the establishment and maintenance of customer accounts and records, and in the placement of purchase and redemption transactions; (v) assisting customers in investing dividends and capital gains distributions automatically in Shares; and (vi) providing such other information and services as the Fund or the customer may reasonably request. Distributors may implement these arrangements either directly or through third parties. SECTION 5. All amounts expended pursuant to this Plan shall be paid to Distributors pursuant to the related agreement to this Plan attached hereto as Exhibit A and are the legal obligation of the Fund and not of Distributors. The maximum service fee payable by the Fund on behalf of a Portfolio for personal continuing shareholder services shall be twenty-five one-hundredths of one percent (0.25%), or such lower rate for the Portfolio as is specified on Schedule A, per annum of the average daily net assets of the Portfolio attributable to the Shares owned by the customers of entity providing such shareholder services. No provision of this Plan shall be interpreted to prohibit any payments by the Fund with respect to the Shares of a Portfolio during periods when the Fund has suspended or otherwise limited sales of such Shares. SECTION 6. Distributors shall provide to the Fund's Board of Trustees ("Board of Trustees") and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made. SECTION 7. This Plan and any agreement related to this Plan shall become effective immediately, with respect to any Portfolio, upon the receipt by the applicable Fund of both (a) the affirmative vote of a majority of the Board of Trustees of the Fund, and (b) the affirmative vote of a majority of those trustees ("Trustees") of the Fund who are not "interested persons" of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Dis-interested Trustees"), cast in person at a meeting called for the purpose of voting on this Plan or such agreement. SECTION 8. Any material amendments to this Plan must be approved, with respect to any Portfolio, by both (a) the affirmative vote of a majority of the Board of Trustees of the applicable Fund, and (b) the affirmative vote of a majority of the Dis-interested Trustees, cast in person at a meeting called for the purpose of voting on the amendment. In addition, this Plan may not be amended with respect to the Shares of any Portfolio to increase materially the amount to be spent for distribution provided for in Section 2 hereof unless such amendment is approved by a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Shares of such Portfolio. SECTION 9. Unless sooner terminated pursuant to Section 10, this Plan and any related agreement shall continue in effect for the Shares of each Portfolio until June 30, 2007 and thereafter each shall continue in effect so long as such continuance is specifically approved, at least annually, in the manner provided for approval of this Plan in Section 7. SECTION 10. This Plan may be terminated with respect to the Shares of any Portfolio at any time by vote of a majority of the Dis-interested Trustees of the applicable Fund, or by vote of a majority of the outstanding Shares of such Portfolio. If this Plan is terminated with respect to a Portfolio, the obligation of the Fund to make payments pursuant to this Plan with respect to such Portfolio will also cease and the Fund will not be required to make any payments with respect to such Portfolio beyond the termination date. 2 SECTION 11. Any agreement related to this Plan shall be made in writing, and shall provide: (a) that such agreement may be terminated at any time, with respect to the Shares of any Portfolio, without payment of any penalty, by vote of a majority of the Dis-interested Trustees of the applicable Fund or by a vote of the outstanding Shares of such Portfolio, on not more than sixty (60) days' written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. 3 SCHEDULE A TO FIRST RESTATED MASTER DISTRIBUTION PLAN (INVESTOR CLASS SHARES) (DISTRIBUTION AND SERVICE FEES) The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Investor Class Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Investor Class Shares of each Portfolio to the average daily net assets of the Investor Class Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Investor Class Shares of the Portfolio. AIM EQUITY FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - INVESTOR CLASS SHARES CHARGE FEE FEE - --------------------------------- ------- ------- --------- AIM Capital Development Fund 0.00% 0.25% 0.25% AIM Large Cap Basic Value Fund 0.00% 0.25% 0.25%
AIM INTERNATIONAL MUTUAL FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - INVESTOR CLASS SHARES CHARGE FEE FEE - --------------------------------- ------- ------- --------- AIM International Core Equity Fund 0.00% 0.25% 0.25%
AIM INVESTMENT FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - INVESTOR CLASS SHARES CHARGE FEE FEE - --------------------------------- ------- ------- --------- AIM Global Health Care Fund 0.00% 0.25% 0.25%
AIM SECTOR FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - INVESTOR CLASS SHARES CHARGE FEE FEE - --------------------------------- ------- ------- --------- AIM Energy Fund 0.00% 0.25% 0.25% AIM Financial Services Fund 0.00% 0.25% 0.25% AIM Gold & Precious Metals Fund 0.00% 0.25% 0.25% AIM Leisure Fund 0.00% 0.25% 0.25% AIM Utilities Fund 0.00% 0.25% 0.25%
AIM STOCK FUNDS
MINIMUM ASSET BASED MAXIMUM MAXIMUM SALES SERVICE AGGREGATE PORTFOLIO - INVESTOR CLASS SHARES CHARGE FEE FEE - --------------------------------- ------- ------- --------- AIM S&P 500 Index Fund 0.00% 0.25% 0.25%
5 EX-99.M6.E 61 h43124bexv99wm6we.txt AMENDMENT NO.4 TO AMENDED MASTER DISTRIBUTION PLAN AMENDMENT NO. 4 TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (INVESTOR CLASS SHARES) The Amended and Restated Master Distribution Plan (the "Plan"), effective July 1, 2004, pursuant to Rule 12b-1, is hereby amended, effective April 10, 2006, as follows: WHEREAS, on October 27, 2005, the Board of Trustees of AIM Growth Series approved the addition of AIM Small Cap Growth Fund to the Plan; and WHEREAS, the parties desire to amend the Plan to reflect the merger of AIM Small Company Growth Fund; NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following: "SCHEDULE A TO THE AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (INVESTOR CLASS SHARES) AIM EQUITY FUNDS PORTFOLIO - INVESTOR CLASS SHARES AIM Diversified Dividend Fund AIM Large Cap Growth Fund AIM FUNDS GROUP PORTFOLIO - INVESTOR CLASS SHARES AIM Basic Balanced Fund AIM GROWTH SERIES PORTFOLIO - INVESTOR CLASS SHARES AIM Small Cap Growth Fund AIM INTERNATIONAL MUTUAL FUNDS PORTFOLIO - INVESTOR CLASS SHARES AIM European Growth Fund AIM INVESTMENT SECURITIES FUNDS PORTFOLIO - INVESTOR CLASS SHARES AIM High Yield Fund AIM Income Fund AIM Intermediate Government Fund AIM Municipal Bond Fund AIM Real Estate Fund AIM SECTOR FUNDS PORTFOLIO - INVESTOR CLASS SHARES AIM Technology Fund AIM STOCK FUNDS PORTFOLIO - INVESTOR CLASS SHARES AIM Dynamics Fund" All other terms and provisions of the Plan not amended herein shall remain in full force and effect. Dated: April 10, 2006 2 EX-99.M6.F 62 h43124bexv99wm6wf.txt FIRST RESTATED MASTER DISTRIBUTION PLAN FIRST RESTATED MASTER DISTRIBUTION PLAN (INVESTOR CLASS SHARES) (EFFECTIVE JULY 1, 2004, AND AS SUBSEQUENTLY AMENDED) SECTION 1. Each registered investment company, as described in Schedule A to this plan (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of beneficial interest set forth in Schedule A to this plan (each, a "Portfolio"), may act as a distributor of the Investor Class Shares of such Portfolio (the "Shares") of which such Fund is the issuer, pursuant to Rule12b-1 under the Investment Company Act of 1940 (the "1940 Act"), according to the terms of this First Restated Master Distribution Plan (the "Plan"). SECTION 2. Each Fund, on behalf of a Portfolio, is hereby authorized to expend, out of its assets, on a monthly basis, and shall reimburse A I M Distributors, Inc. ("Distributors") to such extent, for Distributors' actual direct expenditures incurred over a rolling twelve-month period (or the rolling twenty-four month period specified below) in engaging in the activities and providing the services specified in Sections 3 and 4 below, an amount computed at an annual rate of 0.25% of the average daily net assets of such Portfolio during the month. Distributors shall not be entitled hereunder to reimbursement for overhead expenses (overhead expenses defined as customary overhead not including the costs of Distributors' personnel whose primary responsibilities involve marketing of the Funds). Payments by a Fund on behalf of a Portfolio hereunder, for any month, may be made only with respect to: (a) expenditures incurred by Distributors during the rolling twelve-month period in which that month falls, or (b) to the extent permitted by applicable law, for any month during the first twenty-four months following a Portfolio's commencement of operations, expenditures incurred by Distributors during the rolling twenty-four month period in which that month falls, and any expenditures incurred in excess of the limitations described above are not reimbursable. No Fund on behalf of a Portfolio shall be authorized to expend, for any month, a greater amount out of its assets to reimburse Distributors for expenditures incurred during the rolling twenty-four month period referred to above than it would otherwise be authorized to expend out of its assets to reimburse Distributors for expenditures incurred during the rolling twelve-month period referred to above. Expenses incurred pursuant to this Plan shall be subject to any applicable limitations imposed from time to time by the applicable rules of NASD Inc. ("NASD"). SECTION 3. The Fund may expend amounts under this Plan to finance distribution-related services for the Shares of each Portfolio. Distribution-related services shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering this Plan. The Fund has selected Distributors to provide distribution-related services on behalf of and for the Shares of each Portfolio. Distributors may provide such distribution-related services either directly or through third parties. The specific activities and services to be provided by Distributors hereunder shall include one or more of the following: (a) the payment of compensation (including trail commissions and incentive compensation) to securities dealers, financial institutions and other organizations, which may include Distributors-affiliated companies, that render distribution and administrative services in connection with the distribution of the Fund's Investor Class Shares; (b) the printing and distribution of reports and prospectuses for the use of potential investors in the Fund; (c) the preparing and distributing of sales literature; (d) the providing of advertising and engaging in other promotional activities, including direct mail solicitation, and television, radio, newspaper and other media advertisements; and (e) the providing of such other services and activities as may from time to time be agreed upon by the Fund. SECTION 4. The Fund, on behalf of a Portfolio, may also expend amounts under this Plan to finance payments of service fees under arrangements for personal continuing shareholder services, up to a maximum annual rate of 0.25% of the average daily net assets of the Investor Class Shares of such Portfolio. Personal continuing shareholder services may include, but shall not be limited to, the following: (i) distributing sales literature to customers; (ii) answering routine customer inquiries concerning the Fund and the Shares; (iii) assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several retirement plans offered in connection with the purchase of Shares; (iv) assisting customers in the establishment and maintenance of customer accounts and records, and in the placement of purchase and redemption transactions; (v) assisting customers in investing dividends and capital gains distributions automatically in Shares; and (vi) providing such other information and services as the Fund or the customer may reasonably request. Distributors may implement these arrangements either directly or through third parties. SECTION 5. All amounts expended pursuant to this Plan shall be paid to Distributors pursuant to the related agreement to this Plan attached hereto as Exhibit A and are the legal obligation of the Fund and not of Distributors. The maximum service fee payable by the Fund on behalf of a Portfolio for personal continuing shareholder services shall be twenty-five one-hundredths of one percent (0.25%), or such lower rate for the Portfolio as is specified on Schedule A, per annum of the average daily net assets of the Portfolio attributable to the Shares owned by the customers of entity providing such shareholder services. No provision of this Plan shall be interpreted to prohibit any payments by the Fund with respect to the Shares of a Portfolio during periods when the Fund has suspended or otherwise limited sales of such Shares. SECTION 6. Distributors shall provide to the Fund's Board of Trustees ("Board of Trustees") and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made. SECTION 7. This Plan and any agreement related to this Plan shall become effective immediately, with respect to any Portfolio, upon the receipt by the applicable Fund of both (a) the affirmative vote of a majority of the Board of Trustees of the Fund, and (b) the affirmative vote of a majority of those trustees ("Trustees") of the Fund who are not "interested persons" of the Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the "Dis-interested Trustees"), cast in person at a meeting called for the purpose of voting on this Plan or such agreement. SECTION 8. Any material amendments to this Plan must be approved, with respect to any Portfolio, by both (a) the affirmative vote of a majority of the Board of Trustees of the applicable Fund, and (b) the affirmative vote of a majority of the Dis-interested Trustees, cast in person at a meeting called for the purpose of voting on the amendment. In addition, this Plan may not be amended with respect to the Shares of any Portfolio to increase materially the amount to be spent for distribution provided for in Section 2 hereof unless such amendment is approved by a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Shares of such Portfolio. SECTION 9. Unless sooner terminated pursuant to Section 10, this Plan and any related agreement shall continue in effect for the Shares of each Portfolio until June 30, 2007 and thereafter each shall continue in effect so long as such continuance is specifically approved, at least annually, in the manner provided for approval of this Plan in Section 7. SECTION 10. This Plan may be terminated with respect to the Shares of any Portfolio at any time by vote of a majority of the Dis-interested Trustees of the applicable Fund, or by vote of a majority of the outstanding Shares of such Portfolio. If this Plan is terminated with respect to a Portfolio, the obligation of the Fund to make payments pursuant to this Plan with respect to such Portfolio will also cease and the Fund will not be required to make any payments with respect to such Portfolio beyond the termination date. SECTION 11. Any agreement related to this Plan shall be made in writing, and shall provide: (a) that such agreement may be terminated at any time, with respect to the Shares of any Portfolio, without payment of any penalty, by vote of a majority of the Dis-interested Trustees of the applicable Fund or by a vote of the outstanding Shares of such Portfolio, on not more than sixty (60) days' written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. SCHEDULE A TO FIRST RESTATED MASTER DISTRIBUTION PLAN (INVESTOR CLASS SHARES) AIM EQUITY FUNDS PORTFOLIO - INVESTOR CLASS SHARES AIM Diversified Dividend Fund AIM Large Cap Growth Fund AIM FUNDS GROUP PORTFOLIO - INVESTOR CLASS SHARES AIM Basic Balanced Fund AIM GROWTH SERIES PORTFOLIO- INVESTOR CLASS SHARES AIM Small Cap Growth Fund AIM INTERNATIONAL MUTUAL FUNDS PORTFOLIO - INVESTOR CLASS SHARES AIM European Growth Fund AIM INVESTMENT SECURITIES FUNDS PORTFOLIO - INVESTOR CLASS SHARES AIM High Yield Fund AIM Income Fund AIM Intermediate Government Fund AIM Municipal Bond Fund AIM Real Estate Fund AIM SECTOR FUNDS PORTFOLIO - INVESTOR CLASS SHARES AIM Technology Fund AIM STOCK FUNDS PORTFOLIO - INVESTOR CLASS SHARES AIM Dynamics Fund EX-99.M7 63 h43124bexv99wm7.txt MASTER RELATED AGREEMENT (AIM INVESTMENTS(R) LOGO) MASTER RELATED AGREEMENT TO FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES) This Master Related Agreement (the "Agreement") is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act") by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a "Fund", or collectively, "Funds"), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a "Portfolio" ), with respect to the Class A Shares of each such Portfolio listed on Schedule A. This Agreement, being made between A I M Distributors, Inc. ("Distributors") and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the First Restated Master Distribution Plan (Class A Shares) (the "Plan") adopted by each of the Funds. The Plan has been approved by a majority of the directors/trustees ("Trustees") of each of the Funds, including a majority of the Trustees who have no direct or indirect financial interest in the operation of the Plan or this Agreement (the "Dis-Interested Trustees"), by votes cast in person at a meeting called for the purpose of voting on the Plan. 1. a. Distributors may use payments received pursuant to Paragraph 2 of this Agreement to provide continuing personal shareholder services to customers who may, from time to time, directly or beneficially own shares of the Funds. Continuing personal shareholder services may include but are not limited to, distributing sales literature to customers, answering routine customer inquiries regarding the Funds, assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several special investment plans offered in connection with the purchase of the Funds' shares, assisting customers in the establishment and maintenance of customer accounts and records and in the placement of purchase and redemption transactions, assisting customers in investing dividends and capital gains distributions automatically in shares, and providing such other services as the Funds or the customer may reasonably request and Distributors agrees to provide. Distributors will not be obligated to provide services which are provided by a transfer agent for a Fund with respect to a Portfolio. b. Distributors may also use the payments received pursuant to Paragraph 2 of this Agreement for distribution-related services. As used in this Agreement, "distribution-related services" shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering the Plan. 1 c. Distributors may provide the services described in paragraphs a. and b. above either directly or through third parties (its "designees"). 2. For the services provided by Distributors or its designees pursuant to this Agreement, each Fund shall pay Distributors a fee, calculated at the end of each month at the annual rate set forth in Schedule A, or such lesser rate as shall be agreed to by Distributors, as applied to the average net asset value of the shares of such Fund purchased or acquired through exchange on or after the Plan Calculation Date shown for such Fund on Schedule A. 3. The total of the fees calculated for all of the Funds listed on Schedule A for any period with respect to which calculations are made shall be paid to Distributors within 10 days after the close of each month. 4. Distributors shall furnish the Funds with such information as shall reasonably be requested by the Trustees of the Funds with respect to the fees paid to Distributors pursuant to this Agreement. 5. Distributors shall furnish the Trustees of the Funds, for their review on a quarterly basis, a written report of the amounts expended under the Plan and the purposes for which such expenditures were made. 6. Distributors may enter into other similar Master Related Agreements with any other investment company without a Fund's consent. 7. This Agreement shall become effective immediately upon its approval by a majority of the Trustees of each of the Funds, including a majority of the Dis-Interested Trustees, by votes cast in person at a meeting called for the purpose of voting on the Plan and this Agreement. 8. This Agreement shall continue in full force and effect as long as the continuance of the Plan and this Agreement are approved at least annually by a vote of the Trustees, including a majority of the Dis-Interested Trustees, cast in person at a meeting called for the purpose of voting thereon. 9. This Agreement may be terminated with respect to any Fund at any time without payment of any penalty by the vote of a majority of the Trustees of such Fund who are Dis-interested Trustees or by a vote of a majority of the Fund's outstanding shares, on sixty (60) days' written notice. It will be terminated by any act which terminates the Fund's Plan, and in any event, it shall terminate automatically in the event of its assignment as that term is defined in the 1940 Act. 10. This Agreement may be amended by mutual written agreement of the parties. 11. All communications should be sent to the address of each signor as shown at the bottom of this Agreement. 2 12. This Agreement shall be construed in accordance with the laws of the State of Texas. A I M DISTRIBUTORS, INC. By: /s/ Gene L. Needles ------------------------------------ Name: Gene L. Needles Title: President 11 Greenway Plaza, Suite 100 Houston, Texas 77046-1173 Attn: President EFFECTIVE SEPTEMBER 20, 2006 FUND (LISTED IN SCHEDULE A) on behalf of the Class A Shares of each Portfolio listed on Schedule A By: /s/ Philip A. Taylor ------------------------------------ Name: Philip A. Taylor Title: President 3 SCHEDULE "A" TO MASTER RELATED AGREEMENT
Maximum Aggregate Fund Fee Rate* Plan Calculation Date ---- ----------------- --------------------- AIM EQUITY FUNDS AIM Capital Development Fund A Shares 0.25(1) June 17, 1996 AIM Charter Fund A Shares 0.25(2) November 18, 1986 AIM Constellation Fund A Shares 0.25(2) September 9, 1986 AIM Diversified Dividend Fund A Shares 0.25(1) December 31, 2001 AIM Large Cap Basic Value Fund A Shares 0.25(1) July 15, 1999 AIM Large Cap Growth Fund A Shares 0.25(1) March 1, 1999 AIM FUNDS GROUP AIM Basic Balanced Fund A Shares 0.25(1) September 28, 2001 AIM European Small Company Fund A Shares(4) 0.25(1) August 31, 2000 AIM Global Value Fund A Shares 0.25(1) December 29, 2000 AIM International Small Company Fund A Shares(4) 0.25(1) August 31, 2000 AIM Mid Cap Basic Value Fund A Shares 0.25(1) December 31, 2001 AIM Select Equity Fund A Shares 0.25 July 1, 1992 AIM Small Cap Equity Fund A Shares 0.25(1) August 31, 2000 AIM GROWTH SERIES AIM Basic Value Fund A Shares 0.25(1) May 29, 1998 AIM Conservative Allocation Fund A Shares 0.25(1) April 30, 2004 AIM Global Equity Fund A Shares 0.25(1,3) May 29, 1998 AIM Growth Allocation Fund A Shares 0.25(1) April 30, 2004 AIM Income Allocation Fund A Shares 0.25 October 31, 2005 AIM International Allocation Fund A Shares 0.25 October 31, 2005 AIM Mid Cap Core Equity Fund A Shares 0.25(1) May 29, 1998 AIM Moderate Allocation Fund A Shares 0.25(1) April 30, 2004 AIM Moderate Growth Allocation Fund A Shares 0.25(1) April 29, 2005 AIM Moderately Conservative Allocation Fund A Shares 0.25(1) April 29, 2005 AIM Small Cap Growth Fund A Shares(4) 0.25(1) May 29, 1998
- ---------- (1) Effective July 1, 2005, this fee rate was reduced from 0.35% to 0.25%. (2) Effective July 1, 2005, this fee rate was reduced from 0.30% to 0.25%. (3) Effective January 1, 2005, this fee rate was reduced from 0.50% to 0.35%. 4
Maximum Aggregate Fund Fee Rate* Plan Calculation Date ---- ----------------- --------------------- AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund A Shares 0.25(1) November 1, 1997 AIM European Growth Fund A Shares 0.25(1) November 1, 1997 AIM Global Aggressive Growth Fund A Shares 0.25(1,3) September 15, 1994 AIM Global Growth Fund A Shares 0.25(1,3) September 15, 1994 AIM International Core Equity Fund A Shares 0.25(1) March 29, 2002 AIM International Growth Fund A Shares 0.25(2) May 21, 1992 AIM INVESTMENT FUNDS AIM China Fund A Shares 0.25 March 31, 2006 AIM Developing Markets Fund A Shares 0.25(1,3) May 29, 1998 AIM Enhanced Short Bond Fund A Shares 0.25 March 31, 2006 AIM Global Health Care Fund A Shares 0.25(1,3) May 29, 1998 AIM International Bond Fund A Shares 0.25 March 31, 2006 AIM Japan Fund A Shares 0.25 March 31, 2006 AIM Trimark Endeavor Fund A Shares 0.25(1) November 4, 2003 AIM Trimark Fund A Shares 0.25(1) November 4, 2003 AIM Trimark Small Companies Fund A Shares 0.25(1) November 4, 2003 AIM INVESTMENT SECURITIES FUNDS AIM Global Real Estate Fund A Shares 0.25(1) April 29, 2005 AIM High Yield Fund A Shares 0.25 July 1, 1992 AIM Income Fund A Shares 0.25 July 1, 1992 AIM Intermediate Government Fund A Shares 0.25 July 1, 1992 AIM Limited Maturity Treasury Fund A Shares 0.15 December 2, 1987 AIM Municipal Bond Fund A Shares 0.25 July 1, 1992 AIM Real Estate Fund A Shares(4) 0.25(1) August 4, 1997 AIM Short Term Bond Fund 0.25(1) April 30, 2004 AIM Total Return Bond Fund A Shares 0.25(1) December 31, 2001 AIM SPECIAL OPPORTUNITIES FUNDS AIM Opportunities I Fund A Shares 0.25(1) June 29, 1998 AIM Opportunities II Fund A Shares 0.25(1) December 30, 1998 AIM Opportunities III Fund A Shares 0.25(1) December 30, 1999 AIM SUMMIT FUND A Shares 0.25 October 31, 2005 AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund A Shares(4) 0.25 December 22, 1997 AIM Tax-Exempt Cash Fund A Shares 0.25 July 1, 1992
- ---------- (1) Effective July 1, 2005, this fee rate was reduced from 0.35% to 0.25%. (2) Effective July 1, 2005, this fee rate was reduced from 0.30% to 0.25%. (3) Effective January 1, 2005, this fee rate was reduced from 0.50% to 0.35%. (4) AIM European Small Company Fund, AIM High Income Municipal Fund, AIM International Small Company Fund, AIM Small Cap Growth Fund and AIM Real Estate Fund are closed to new investors. 5 SCHEDULE "A" TO RELATED AGREEMENT
Maximum Aggregate Fund Fee Rate* Plan Calculation Date ---- ----------------- --------------------- AIM COUNSELOR SERIES TRUST AIM Advantage Health Sciences Fund A Shares 0.25(1) May 15, 2001 AIM Floating Rate Fund A Shares 0.25 April 14, 2006 AIM Multi-Sector Fund A Shares 0.25(1) August 30, 2002 AIM Structured Core Fund A Shares 0.25 March 31, 2006 AIM Structured Growth Fund A Shares 0.25 March 31, 2006 AIM Structured Value Fund A Shares 0.25 March 31, 2006 AIM SECTOR FUNDS AIM Energy Fund A Shares 0.25(1) March 29, 2002 AIM Financial Services Fund A Shares 0.25(1) March 29, 2002 AIM Gold & Precious Metals Fund A Shares 0.25(1) March 29, 2002 AIM Leisure Fund A Shares 0.25(1) March 29, 2002 AIM Technology Fund A Shares 0.25(1) March 29, 2002 AIM Utilities Fund A Shares 0.25(5) March 29, 2002 AIM STOCK FUNDS AIM Dynamics Fund A Shares 0.25(1) March 29, 2002
* Of this amount, 0.25% is paid as a shareholder servicing fee and the remainder is paid as an asset based sales charge, as these terms are defined under the rules of the NASD, Inc. - ---------- (5) Effective July 10, 2003, this fee rate was reduced from 0.35% to 0.25%. 6 EX-99.M8 64 h43124bexv99wm8.txt MASTER RELATED AGREEMENT (AIM INVESTMENTS(R) LOGO) MASTER RELATED AGREEMENT TO FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES) This Master Related Agreement (the "Agreement") is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act") by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a "Fund", or collectively, "Funds"), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a "Portfolio" ), with respect to the Class C Shares of each such Portfolio listed on Schedule A. This Agreement, being made between A I M Distributors, Inc. ("Distributors") and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the First Restated Master Distribution Plan (Class C Shares) (the "Plan") adopted by each of the Funds. The Plan has been approved by a majority of the directors/trustees ("Trustees") of each of the Funds, including a majority of the Trustees who have no direct or indirect financial interest in the operation of the Plan or this Agreement (the "Dis-Interested Trustees"), by votes cast in person at a meeting called for the purpose of voting on the Plan. 1. a. Distributors may use payments received pursuant to Paragraph 2 of this Agreement to provide continuing personal shareholder services to customers who may, from time to time, directly or beneficially own shares of the Funds. Continuing personal shareholder services may include but are not limited to, distributing sales literature to customers, answering routine customer inquiries regarding the Funds, assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several special investment plans offered in connection with the purchase of the Funds' shares, assisting customers in the establishment and maintenance of customer accounts and records and in the placement of purchase and redemption transactions, assisting customers in investing dividends and capital gains distributions automatically in shares, and providing such other services as the Funds or the customer may reasonably request and Distributors agrees to provide. Distributors will not be obligated to provide services which are provided by a transfer agent for a Fund with respect to a Portfolio. b. Distributors may also use the payments received pursuant to Paragraph 2 of this Agreement for distribution-related services. As used in this Agreement, "distribution-related services" shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering the Plan. 1 c. Distributors may provide the services described in paragraphs a. and b. above either directly or through third parties (its "designees"). 2. For the services provided by Distributors or its designees pursuant to this Agreement, each Fund shall pay Distributors a fee, calculated at the end of each month at the annual rate set forth in Schedule A, or such lesser rate as shall be agreed to by Distributors, as applied to the average net asset value of the shares of such Fund purchased or acquired through exchange on or after the Plan Calculation Date shown for such Fund on Schedule A. 3. The total of the fees calculated for all of the Funds listed on Schedule A for any period with respect to which calculations are made shall be paid to Distributors within10 days after the close of each month. 4. Distributors shall furnish the Funds with such information as shall reasonably be requested by the Trustees of the Funds with respect to the fees paid to Distributors pursuant to this Agreement. 5. Distributors shall furnish the Trustees of the Funds, for their review on a quarterly basis, a written report of the amounts expended under the Plan and the purposes for which such expenditures were made. 6. Distributors may enter into other similar Master Related Agreements with any other investment company without a Fund's consent. 7. This Agreement shall become effective immediately upon its approval by a majority of the Trustees of each of the Funds, including a majority of the Dis-InterestedTrustees, by votes cast in person at a meeting called for the purpose of voting on the Plan and this Agreement. 8. This Agreement shall continue in full force and effect as long as the continuance of the Plan and this Agreement are approved at least annually by a vote of the Trustees, including a majority of the Dis-Interested Trustees, cast in person at a meeting called for the purpose of voting thereon. 9. This Agreement may be terminated with respect to any Fund at any time without payment of any penalty by the vote of a majority of the Trustees of such Fund who are Dis-interested Trustees or by a vote of a majority of the Fund's outstanding shares, on sixty (60) days' written notice. It will be terminated by any act which terminates the Fund's Plan, and in any event, it shall terminate automatically in the event of its assignment as that term is defined in the 1940 Act. 10. This Agreement may be amended by mutual written agreement of the parties. 11. All communications should be sent to the address of each signor as shown at the bottom of this Agreement. 2 12. This Agreement shall be construed in accordance with the laws of the State of Texas. A I M DISTRIBUTORS, INC. By: /s/ Gene L. Needles ------------------------------------ Name: Gene L. Needles Title: President 11 Greenway Plaza, Suite 100 Houston, Texas 77046-1173 Attn: President EFFECTIVE SEPTEMBER 20, 2006 FUND (LISTED IN SCHEDULE A) on behalf of the Class C Shares of each Portfolio listed on Schedule A By: /s/ Philip A. Taylor ------------------------------------ Name: Philip A. Taylor Title: President 3 SCHEDULE "A" TO RELATED AGREEMENT
Maximum Aggregate Fund Fee Rate* Plan Calculation Date ---- --------- --------------------- AIM EQUITY FUNDS AIM Capital Development Fund C Shares 1.00 August 4, 1997 AIM Charter Fund C Shares 1.00 August 4, 1997 AIM Constellation Fund C Shares 1.00 August 4, 1997 AIM Diversified Dividend Fund C Shares 1.00 December 31, 2001 AIM Large Cap Basic Value Fund C Shares 1.00 August 1, 2000 AIM Large Cap Growth Fund C Shares 1.00 April 5, 1999 AIM FUNDS GROUP AIM Basic Balanced Fund C Shares 1.00 September 28, 2001 AIM European Small Company Fund C Shares(1) 1.00 August 31, 2000 AIM Global Value Fund C Shares 1.00 December 29, 2000 AIM International Small Company Fund C Shares(1) 1.00 August 31, 2000 AIM Mid Cap Basic Value Fund C Shares 1.00 December 31, 2001 AIM Select Equity Fund C Shares 1.00 August 4, 1997 AIM Small Cap Equity Fund C Shares 1.00 August 31, 2000 AIM GROWTH SERIES AIM Basic Value Fund C Shares 1.00 May 3, 1999 AIM Conservative Allocation Fund C Shares 1.00 April 30, 2004 AIM Global Equity Fund C Shares 1.00 May 29, 1998 AIM Growth Allocation Fund C Shares 1.00 April 30, 2004 AIM Income Allocation Fund C Shares 1.00 October 31, 2005 AIM International Allocation Fund C Shares 1.00 October 31, 2005 AIM Mid Cap Core Equity Fund C Shares 1.00 May 3, 1999 AIM Moderate Allocation Fund C Shares 1.00 April 30, 2004 AIM Moderate Growth Allocation Fund A Shares 1.00 April 29, 2005 AIM Moderately Conservative Allocation Fund A Shares 1.00 April 29, 2005 AIM Small Cap Growth Fund C Shares(1) 1.00 May 3, 1999 AIM INTERNATIONAL MUTUAL FUNDS AIM Asia Pacific Growth Fund C Shares 1.00 November 1, 1997 AIM European Growth Fund C Shares 1.00 November 1, 1997 AIM Global Aggressive Growth Fund C Shares 1.00 August 4, 1997 AIM Global Growth Fund C Shares 1.00 August 4, 1997 AIM International Core Equity Fund C Shares 1.00 June 1, 2000 AIM International Growth Fund C Shares 1.00 August 4, 1997
- ---------- (1) AIM European Small Company Fund, AIM High Income Municipal Fund, AIM International Small Company Fund, AIM Small Cap Growth Fund and AIM Real Estate Fund are closed to new investors. 4
Maximum Aggregate Fund Fee Rate* Plan Calculation Date ---- --------- --------------------- AIM INVESTMENT FUNDS AIM China Fund C Shares 1.00 March 31, 2006 AIM Developing Markets Fund C Shares 1.00 March 1, 1999 AIM Enhanced Short Bond Fund C Shares 1.00 March 31, 2006 AIM Global Health Care Fund C Shares 1.00 March 1, 1999 AIM International Bond Fund C Shares 1.00 March 31, 2006 AIM Japan Fund C Shares 1.00 March 31, 2006 AIM Trimark Endeavor Fund C Shares 1.00 November 4, 2003 AIM Trimark Fund C Shares 1.00 November 4, 2003 AIM Trimark Small Companies Fund C Shares 1.00 November 4, 2003 AIM INVESTMENT SECURITIES FUNDS AIM Global Real Estate Fund C Shares 1.00 April 29, 2005 AIM High Yield Fund C Shares 1.00 August 4, 1997 AIM Income Fund C Shares 1.00 August 4, 1997 AIM Intermediate Government Fund C Shares 1.00 August 4, 1997 AIM Money Market Fund C Shares 1.00 August 4, 1997 AIM Municipal Bond Fund C Shares 1.00 August 4, 1997 AIM Real Estate Fund C Shares(1) 1.00 August 4, 1997 AIM Short Term Bond Fund C Shares 1.00 August 30, 2002 AIM Total Return Bond Fund C Shares 1.00 December 31, 2001 AIM SPECIAL OPPORTUNITIES FUNDS AIM Opportunities I Fund C Shares 1.00 December 30, 1998 AIM Opportunities II Fund C Shares 1.00 November 12, 1999 AIM Opportunities III Fund C Shares 1.00 March 31, 2000 AIM SUMMIT FUND C Shares 1.00 October 31, 2005 AIM TAX-EXEMPT FUNDS AIM High Income Municipal Fund C Shares(1) 1.00 December 22, 1997
- ---------- (1) AIM European Small Company Fund, AIM High Income Municipal Fund, AIM International Small Company Fund, AIM Small Cap Growth Fund and AIM Real Estate Fund are closed to new investors. 5 SCHEDULE "A" TO RELATED AGREEMENT
Maximum Aggregate Fund Fee Rate* Plan Calculation Date ---- --------- --------------------- AIM COUNSELOR SERIES TRUST AIM Advantage Health Sciences Fund C Shares 1.00 May 15, 2001 AIM Floating Rate Fund C Shares 0.75 April 14, 2006 AIM Multi-Sector Fund C Shares 1.00 August 30, 2002 AIM Structured Core Fund C Shares 1.00 March 31, 2006 AIM Structured Growth Fund C Shares 1.00 March 31, 2006 AIM Structured Value Fund C Shares 1.00 March 31, 2006 AIM SECTOR FUNDS AIM Energy Fund C Shares 1.00 June 1, 2000 AIM Financial Services Fund C Shares 1.00 June 1, 2000 AIM Gold & Precious Metals Fund C Shares 1.00 June 1, 2000 AIM Leisure Fund C Shares 1.00 June 1, 2000 AIM Technology Fund C Shares 1.00 June 1, 2000 AIM Utilities Fund C Shares 1.00 September 28, 2001 AIM STOCK FUNDS AIM Dynamics Fund C Shares 1.00 June 1, 2000
- ---------- * Of this amount, 0.25% is paid as a shareholder servicing fee and the remainder is paid as an asset based sales charge, as these terms are defined under the rules of the NASD, Inc. 6 EX-99.M9 65 h43124bexv99wm9.txt MASTER RELATED AGREEMENT (AIM INVESTMENTS(R) LOGO) MASTER RELATED AGREEMENT TO FIRST RESTATED MASTER DISTRIBUTION PLAN (CLASS R SHARES) This Master Related Agreement (the "Agreement") is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act") by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a "Fund", or collectively, "Funds"), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a "Portfolio" ), with respect to the Class R Shares of each such Portfolio listed on Schedule A. This Agreement, being made between A I M Distributors, Inc. ("Distributors") and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the First Restated Master Distribution Plan (Class R Shares) (the "Plan") adopted by each of the Funds. The Plan has been approved by a majority of the directors/trustees ("Trustees") of each of the Funds, including a majority of the Trustees who have no direct or indirect financial interest in the operation of the Plan or this Agreement (the "Dis-Interested Trustees"), by votes cast in person at a meeting called for the purpose of voting on the Plan. 1. a. Distributors may use payments received pursuant to Paragraph 2 of this Agreement to provide continuing personal shareholder services to customers who may, from time to time, directly or beneficially own shares of the Funds. Continuing personal shareholder services may include but are not limited to, distributing sales literature to customers, answering routine customer inquiries regarding the Funds, assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several special investment plans offered in connection with the purchase of the Funds' shares, assisting customers in the establishment and maintenance of customer accounts and records and in the placement of purchase and redemption transactions, assisting customers in investing dividends and capital gains distributions automatically in shares, and providing such other services as the Funds or the customer may reasonably request and Distributors agrees to provide. Distributors will not be obligated to provide services which are provided by a transfer agent for a Fund with respect to a Portfolio. b. Distributors may also use the payments received pursuant to Paragraph 2 of this Agreement for distribution-related services. As used in this Agreement, "distribution-related services" shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering the Plan. 1 c. Distributors may provide the services described in paragraphs a. and b. above either directly or through third parties (its "designees"). 2. For the services provided by Distributors or its designees pursuant to this Agreement, each Fund shall pay Distributors a fee, calculated at the end of each month at the annual rate set forth in Schedule A, or such lesser rate as shall be agreed to by Distributors, as applied to the average net asset value of the shares of such Fund purchased or acquired through exchange on or after the Plan Calculation Date shown for such Fund on Schedule A. 3. The total of the fees calculated for all of the Funds listed on Schedule A for any period with respect to which calculations are made shall be paid to Distributors within10 days after the close of each month. 4. Distributors shall furnish the Funds with such information as shall reasonably be requested by the Trustees of the Funds with respect to the fees paid to Distributors pursuant to this Agreement. 5. Distributors shall furnish the Trustees of the Funds, for their review on a quarterly basis, a written report of the amounts expended under the Plan and the purposes for which such expenditures were made. 6. Distributors may enter into other similar Master Related Agreements with any other investment company without a Fund's consent. 7. This Agreement shall become effective immediately upon its approval by a majority of the Trustees of each of the Funds, including a majority of the Dis-InterestedTrustees, by votes cast in person at a meeting called for the purpose of voting on the Plan and this Agreement. 8. This Agreement shall continue in full force and effect as long as the continuance of the Plan and this Agreement are approved at least annually by a vote of the Trustees, including a majority of the Dis-Interested Trustees, cast in person at a meeting called for the purpose of voting thereon. 9. This Agreement may be terminated with respect to any Fund at any time without payment of any penalty by the vote of a majority of the Trustees of such Fund who are Dis-interested Trustees or by a vote of a majority of the Fund's outstanding shares, on sixty (60) days' written notice. It will be terminated by any act which terminates the Fund's Plan, and in any event, it shall terminate automatically in the event of its assignment as that term is defined in the 1940 Act. 10. This Agreement may be amended by mutual written agreement of the parties. 11. All communications should be sent to the address of each signor as shown at the bottom of this Agreement. 12. This Agreement shall be construed in accordance with the laws of the State of Texas. 2 A I M DISTRIBUTORS, INC. By: /s/ Gene L. Needles ------------------------------------ Name: Gene L. Needles Title: President 11 Greenway Plaza, Suite 100 Houston, Texas 77046-1173 Attn: President EFFECTIVE SEPTEMBER 20, 2006 FUND (LISTED IN SCHEDULE A) on behalf of the Class R Shares of each Portfolio listed on Schedule A By: /s/ Philip A. Taylor ------------------------------------ Name: Philip A. Taylor Title: President 3 SCHEDULE "A" TO RELATED AGREEMENT
Maximum Aggregate Fund Fee Rate* Plan Calculation Date ---- ----------------- --------------------- AIM COUNSELOR SERIES TRUST AIM Floating Rate Fund R Shares 0.50 April 14, 2006 AIM Structured Core Fund R Shares 0.50 March 31, 2006 AIM Structured Growth Fund R Shares 0.50 March 31, 2006 AIM Structured Value Fund R Shares 0.50 March 31, 2006 AIM EQUITY FUNDS AIM Capital Development Fund R Shares 0.50 June 3, 2002 AIM Charter Fund R Shares 0.50 June 3, 2002 AIM Constellation Fund R Shares 0.50 June 3, 2002 AIM Diversified Dividend Fund R Shares 0.50 October 25, 2005 AIM Large Cap Basic Value Fund R Shares 0.50 June 3, 2002 AIM Large Cap Growth Fund R Shares 0.50 June 3, 2002 AIM FUNDS GROUP AIM Basic Balanced Fund 0.50 April 30, 2004 AIM Mid Cap Basic Value Fund 0.50 April 30, 2004 AIM Small Cap Equity Fund R Shares 0.50 June 3, 2002 AIM GROWTH SERIES AIM Basic Value Fund R Shares 0.50 June 3, 2002 AIM Conservative Allocation Fund R Shares 0.50 April 30, 2004 AIM Global Equity Fund R Shares 0.50 October 28, 2005 AIM Growth Allocation Fund R Shares 0.50 April 30, 2004 AIM Income Allocation Fund R Shares 0.50 October 31, 2005 AIM International Allocation Fund R Shares 0.50 October 31, 2005 AIM Mid Cap Core Equity Fund R Shares 0.50 June 3, 2002 AIM Moderate Allocation Fund R Shares 0.50 April 30, 2004 AIM Moderate Growth Allocation Fund R Shares 0.50 April 29, 2005 AIM Moderately Conservative Allocation Fund R Shares 0.50 April 29, 2005 AIM Small Cap Growth Fund R Shares(1) 0.50 June 3, 2002 AIM INTERNATIONAL MUTUAL FUNDS AIM European Growth Fund R Shares 0.50 June 3, 2002 AIM International Core Equity Fund R Shares 0.50 November 24, 2003 AIM International Growth Fund R Shares 0.50 June 3, 2002 AIM INVESTMENT FUNDS AIM Enhanced Short Bond Fund R Shares 0.50 March 31, 2006 AIM Trimark Endeavor Fund R Shares 0.50 April 30, 2004 AIM Trimark Fund R Shares 0.50 April 30, 2004 AIM Trimark Small Companies Fund R Shares 0.50 April 30, 2004
- ---------- (1) AIM Real Estate Fund and AIM Small Cap Growth Fund are closed to new investors. 4
Maximum Aggregate Fund Fee Rate* Plan Calculation Date ---- ----------------- --------------------- AIM INVESTMENT SECURITIES FUNDS AIM Global Real Estate Fund R Shares 0.50 April 29, 2005 AIM Income Fund R Shares 0.50 June 3, 2002 AIM Intermediate Government Fund R Shares 0.50 June 3, 2002 AIM Money Market Fund R Shares 0.50 June 3, 2002 AIM Real Estate Fund(1) 0.50 April 30, 2004 AIM Short Term Bond Fund 0.50 April 30, 2004 AIM Total Return Bond Fund 0.50 April 30, 2004 AIM SECTOR FUNDS AIM Leisure Fund R Shares 0.50 October 25, 2005 AIM STOCK FUNDS AIM Dynamics Fund R Shares 0.50 October 25, 2005
- ---------- * The Distribution Fee is paid apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof). 5 EX-99.M10 66 h43124bexv99wm10.txt MASTER RELATED AGREEMENT MASTER RELATED AGREEMENT TO FIRST RESTATED MASTER DISTRIBUTION PLAN (COMPENSATION) (AIM INVESTMENTS(R) LOGO) (INVESTOR CLASS SHARES) This Master Related Agreement (the "Agreement") is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act") by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a "Fund", or collectively, "Funds"), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a "Portfolio" ), with respect to the Investor Class Shares of each such Portfolio listed on Schedule A. This Agreement, being made between A I M Distributors, Inc. ("Distributors") and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the First Restated Master Distribution Plan (Investor Class Shares) (the "Plan") adopted by each of the Funds. The Plan has been approved by a majority of the directors/trustees ("Trustees") of each of the Funds, including a majority of the Trustees who have no direct or indirect financial interest in the operation of the Plan or this Agreement (the "Dis-Interested Trustees"), by votes cast in person at a meeting called for the purpose of voting on the Plan. 1. a. Distributors may use payments received pursuant to Paragraph 2 of this Agreement to provide continuing personal shareholder services to customers who may, from time to time, directly or beneficially own shares of the Funds. Continuing personal shareholder services may include but are not limited to, distributing sales literature to customers, answering routine customer inquiries regarding the Funds, assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several special investment plans offered in connection with the purchase of the Funds' shares, assisting customers in the establishment and maintenance of customer accounts and records and in the placement of purchase and redemption transactions, assisting customers in investing dividends and capital gains distributions automatically in shares, and providing such other services as the Funds or the customer may reasonably request and Distributors agrees to provide. Distributors will not be obligated to provide services which are provided by a transfer agent for a Fund with respect to a Portfolio. b. Distributors may also use the payments received pursuant to Paragraph 2 of this Agreement for distribution-related services. As used in this Agreement, "distribution-related services" shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering the Plan. 1 c. Distributors may provide the services described in paragraphs a. and b. above either directly or through third parties (its "designees"). 2. For the services provided by Distributors or its designees pursuant to this Agreement, each Fund shall pay Distributors a fee, calculated at the end of each month at the annual rate set forth in Schedule A, or such lesser rate as shall be agreed to by Distributors, as applied to the average net asset value of the shares of such Fund purchased or acquired through exchange on or after the Plan Calculation Date shown for such Fund on Schedule A. 3. The total of the fees calculated for all of the Funds listed on Schedule A for any period with respect to which calculations are made shall be paid to Distributors within10 days after the close of each month. 4. Distributors shall furnish the Funds with such information as shall reasonably be requested by the Trustees of the Funds with respect to the fees paid to Distributors pursuant to this Agreement. 5. Distributors shall furnish the Trustees of the Funds, for their review on a quarterly basis, a written report of the amounts expended under the Plan and the purposes for which such expenditures were made. 6. Distributors may enter into other similar Master Related Agreements with any other investment company without a Fund's consent. 7. This Agreement shall become effective immediately upon its approval by a majority of the Trustees of each of the Funds, including a majority of the Dis-Interested Trustees, by votes cast in person at a meeting called for the purpose of voting on the Plan and this Agreement. 8. This Agreement shall continue in full force and effect as long as the continuance of the Plan and this Agreement are approved at least annually by a vote of the Trustees, including a majority of the Dis-Interested Trustees, cast in person at a meeting called for the purpose of voting thereon. 9. This Agreement may be terminated with respect to any Fund at any time without payment of any penalty by the vote of a majority of the Trustees of such Fund who are Dis-interested Trustees or by a vote of a majority of the Fund's outstanding shares, on sixty (60) days' written notice. It will be terminated by any act which terminates the Fund's Plan, and in any event, it shall terminate automatically in the event of its assignment as that term is defined in the 1940 Act. 10. This Agreement may be amended by mutual written agreement of the parties. 11. All communications should be sent to the address of each signor as shown at the bottom of this Agreement. 12. This Agreement shall be construed in accordance with the laws of the State of Texas. 2 A I M DISTRIBUTORS, INC. By: /s/ Gene L. Needles ------------------------------------ Name: Gene L. Needles Title: President 11 Greenway Plaza, Suite 100 Houston, Texas 77046-1173 Attn: President EFFECTIVE SEPTEMBER 20, 2006 FUND (LISTED IN SCHEDULE A) on behalf of the Investor Class Shares of each Portfolio listed on Schedule A By: /s/ Philip A. Taylor ------------------------------------ Name: Philip A. Taylor Title: President 3 SCHEDULE "A" TO RELATED AGREEMENT
Maximum Aggregate Fund Fee Rate Plan Calculation Date ---- ----------------- --------------------- AIM EQUITY FUNDS AIM Capital Development Fund Investor Shares 0.25 November 30, 2004 AIM Large Cap Basic Value Fund Investor Shares 0.25 September 30, 2003 AIM INTERNATIONAL MUTUAL FUNDS AIM International Core Equity Fund Investor Shares 0.25 June 1, 2000 AIM INVESTMENT FUNDS AIM Global Health Care Fund Investor Shares 0.25 July 18, 2005 AIM SECTOR FUNDS AIM Energy Fund Investor Shares 0.25 June 1, 2000 AIM Financial Services Fund Investor Shares 0.25 June 1, 2000 AIM Gold & Precious Metals Fund Investor Shares 0.25 June 1, 2000 AIM Leisure Fund Investor Shares 0.25 June 1, 2000 AIM Utilities Fund Investor Shares 0.25 June 1, 2000 AIM STOCK FUNDS AIM S&P 500 Index Fund Investor Shares 0.25 June 1, 2000
4 EX-99.M11 67 h43124bexv99wm11.txt MASTER RELATED AGREEMENT (AIM INVESTMENTS(R) LOGO) MASTER RELATED AGREEMENT TO FIRST RESTATED MASTER DISTRIBUTION PLAN (REIMBURSEMENT) (INVESTOR CLASS SHARES) This Master Related Agreement (the "Agreement") is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act") by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a "Fund", or collectively, "Funds"), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a "Portfolio"), with respect to the Investor Class Shares of each such Portfolio listed on Schedule A. This Agreement, being made between A I M Distributors, Inc. ("Distributors") and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive its allocated share of expenses incurred pursuant to the First Restated Master Distribution Plan (Investor Class Shares) (the "Plan") adopted by each of the Funds. The Plan has been approved by a majority of the directors/trustees ("Trustees") of each of the Funds, including a majority of the Trustees who have no direct or indirect financial interest in the operation of the Plan or this Agreement (the "Dis-Interested Trustees"), by votes cast in person at a meeting called for the purpose of voting on the Plan. 1. a. Distributors may use payments received pursuant to Paragraph 2 of this Agreement to provide continuing personal shareholder services to customers who may, from time to time, directly or beneficially own shares of the Funds. Continuing personal shareholder services may include but are not limited to, distributing sales literature to customers, answering routine customer inquiries regarding the Funds, assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several special investment plans offered in connection with the purchase of the Funds' shares, assisting customers in the establishment and maintenance of customer accounts and records and in the placement of purchase and redemption transactions, assisting customers in investing dividends and capital gains distributions automatically in shares, and providing such other services as the Funds or the customer may reasonably request and Distributors agrees to provide. Distributors will not be obligated to provide services which are provided by a transfer agent for a Fund with respect to a Portfolio. b. Distributors may also use the payments received pursuant to Paragraph 2 of this Agreement for distribution-related services. As used in this Agreement, "distribution-related services" shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering the Plan. 1 c. Distributors may provide the services described in paragraphs a. and b. above either directly or through third parties (its "designees"). 2. For the services provided by Distributors or its designees pursuant to this Agreement, each Fund, on behalf of a Portfolio, shall expend, on a monthly basis, and shall reimburse Distributors to such extent, for Distributors' actual direct expenditures incurred over a rolling twelve-month period (or the rolling twenty-four month period specified below) in engaging in the activities and providing the services specified in Sections 3 and 4 of the Plan, an amount computed at an annual rate of 0.25% of the average daily net assets of such Portfolio during the month as applied to the average net asset value of the shares of such Portfolio purchased or acquired through exchange on or after the Plan Calculation Date shown for such Portfolio on Schedule A. Distributors shall not be entitled hereunder to reimbursement for overhead expenses (overhead expenses defined as customary overhead not including the costs of Distributors' personnel whose primary responsibilities involve marketing of the Funds). Payments by a Fund on behalf of a Portfolio hereunder, for any month, may be made only with respect to: (a) expenditures incurred by Distributors during the rolling twelve-month period in which that month falls, or (b) to the extent permitted by applicable law, for any month during the first twenty-four months following a Portfolio's commencement of operations, expenditures incurred by Distributors during the rolling twenty-four month period in which that month falls, and any expenditures incurred in excess of the limitations described above are not reimbursable. No Fund on behalf of a Portfolio shall be authorized to expend, for any month, a greater amount out of its assets to reimburse Distributors for expenditures incurred during the rolling twenty-four month period referred to above than it would otherwise be authorized to expend out of its assets to reimburse Distributors for expenditures incurred during the rolling twelve-month period referred to above. 3. The total of the fees calculated for all of the Funds listed on Schedule A for any period with respect to which calculations are made shall be paid to Distributors within10 days after the close of each month. 4. Distributors shall furnish the Funds with such information as shall reasonably be requested by the Trustees of the Funds with respect to the fees paid to Distributors pursuant to this Agreement. 5. Distributors shall furnish the Trustees of the Funds, for their review on a quarterly basis, a written report of the amounts expended under the Plan and the purposes for which such expenditures were made. 6. Distributors may enter into other similar Master Related Agreements with any other investment company without a Fund's consent. 7. This Agreement shall become effective immediately upon its approval by a majority of the Trustees of each of the Funds, including a majority of the Dis-Interested Trustees, by votes cast in person at a meeting called for the purpose of voting on the Plan and this Agreement. 8. This Agreement shall continue in full force and effect as long as the continuance of the Plan and this Agreement are approved at least annually by a vote of the Trustees, 2 including a majority of the Dis-Interested Trustees, cast in person at a meeting called for the purpose of voting thereon. 9. This Agreement may be terminated with respect to any Fund at any time without payment of any penalty by the vote of a majority of the Trustees of such Fund who are Dis-interested Trustees or by a vote of a majority of the Fund's outstanding shares, on sixty (60) days' written notice. It will be terminated by any act which terminates the Fund's Plan, and in any event, it shall terminate automatically in the event of its assignment as that term is defined in the 1940 Act. 10. This Agreement may be amended by mutual written agreement of the parties. 11. All communications should be sent to the address of each signor as shown at the bottom of this Agreement. 12. This Agreement shall be construed in accordance with the laws of the State of Texas. A I M DISTRIBUTORS, INC. By: /s/ Gene L. Needles ------------------------------------ Name: Gene L. Needles Title: President 11 Greenway Plaza, Suite 100 Houston, Texas 77046-1173 Attn: President EFFECTIVE SEPTEMBER 20, 2006 FUND (LISTED IN SCHEDULE A) on behalf of the Investor Class Shares of each Portfolio listed on Schedule A By: /s/ Philip A. Taylor ------------------------------------ Name: Philip A. Taylor Title: President 3 SCHEDULE "A" TO RELATED AGREEMENT
Fund Plan Calculation Date ---- --------------------- AIM EQUITY FUNDS AIM Large Cap Growth Fund Investor Shares November 3, 2003 AIM Diversified Dividend Fund Investor Shares July 18, 2005 AIM FUNDS GROUP AIM Basic Balanced Fund Investor Shares July 18, 2005 AIM GROWTH SERIES AIM Small Cap Growth Fund Investor Shares April 10, 2006 AIM INTERNATIONAL MUTUAL FUNDS AIM European Growth Fund Investor Shares November 24, 2003 AIM INVESTMENT SECURITIES FUNDS AIM High Yield Fund Investor Shares November 3, 2003 AIM Income Fund Investor Shares November 3, 2003 AIM Intermediate Government Fund Investor Shares November 24, 2003 AIM Municipal Bond Fund Investor Shares November 24, 2003 AIM Real Estate Fund Investor Shares November 3, 2003 AIM SECTOR FUNDS AIM Technology Fund Investor Shares November 24, 2003 AIM STOCK FUNDS AIM Dynamics Fund Investor Shares June 1, 2000
4 EX-99.N1 68 h43124bexv99wn1.txt TENTH AMENDED MULTIPLE CLASS PLAN TENTH AMENDED AND RESTATED MULTIPLE CLASS PLAN OF THE AIM FAMILY OF FUNDS(R) 1. This Multiple Class Plan (the "Plan") adopted in accordance with Rule 18f-3 under the Act shall govern the terms and conditions under which the Funds may issue separate Classes of Shares representing interests in one or more Portfolios of each Fund. 2. Definitions. As used herein, the terms set forth below shall have the meanings ascribed to them below. (a) Act -- Investment Company Act of 1940, as amended. (b) AIM Cash Reserve Shares -- shall mean the AIM Cash Reserve Shares Class of AIM Money Market Fund, a Portfolio of AIM Investment Securities Funds. (c) CDSC -- contingent deferred sales charge. (d) CDSC Period -- the period of years following acquisition of Shares during which such Shares may be assessed a CDSC upon redemption. (e) Class -- a class of Shares of a Fund representing an interest in a Portfolio. (f) Class A Shares -- shall mean those Shares designated as Class A Shares in the Fund's organizing documents. (g) Class A3 Shares -- shall mean those Shares designated as Class A3 Shares in the Fund's organizing documents. (h) Class B Shares -- shall mean those Shares designated as Class B Shares in the Fund's organizing documents. (i) Class B1 Shares -- shall mean those shares designated as Class B1 Shares in the Fund's organizing documents. (j) Class C Shares -- shall mean those Shares designated as Class C Shares in the Fund's organizing documents. (k) Class P Shares -- shall mean those Shares designated as Class P Shares in the Fund's organizing documents. (l) Class R Shares -- shall mean those Shares designated as Class R Shares in the Fund's organizing documents. (m) Distribution Expenses -- expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as authorized in a Plan of Distribution and/or agreements relating thereto. (n) Distribution Fee -- a fee paid to the Distributor and/or financial intermediaries for Distribution Expenses. (o) Distributor -- A I M Distributors, Inc. or Fund Management Company, as applicable. (p) Fund -- those investment companies advised by A I M Advisors, Inc. which have adopted this Plan. (q) Institutional Class Shares -- shall mean those Shares designated as Institutional Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by A I M Distributors, Inc. that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus. (r) Institutional Money Market Fund Shares -- shall mean those Shares designated as Cash Management Class Shares, Corporate Class Shares, Institutional Class Shares, Personal Investment Class Shares, Private Investment Class Shares, Reserve Class Shares, Resource Class Shares and Sweep Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by Fund Management Company that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus. (s) Investor Class Shares -- shall mean those Shares designated as Investor Class Shares in the Fund's organizing documents. (t) Legacy Class B Shares -- shall mean those Shares designated as Class B Shares in the Fund's organizing documents that were acquired by (i) exchange offer from the closed-end fund predecessor of AIM Floating Rate Fund ("Old FRF"), the predecessor of AIM Floating Rate Fund, a series portfolio of AIM Counselor Series Trust ("New FRF"), or (ii) exchange offer from another Portfolio if such shares were previously acquired by exchange offer from Old FRF. (u) Plan of Distribution -- any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee and/or Service Fee. (v) Portfolio -- a series of the Shares of a Fund constituting a separate investment portfolio of the Fund. (w) Prospectus -- the then currently effective prospectus and statement of additional information of a Portfolio. (x) Service Fee -- a fee paid to the Distributor and/or financial intermediaries for the ongoing provision of personal services to Fund shareholders and/or the maintenance of shareholder accounts. (y) Share -- a share of beneficial interest in a Fund. (z) Trustees -- the directors or trustees of a Fund. 3. Allocation of Income and Expenses. 2 (a) Distribution Fees and Service Fees -- Each Class shall bear directly any and all Distribution Fees and/or Service Fees payable by such Class pursuant to a Plan of Distribution adopted by the Fund with respect to such Class. (b) Transfer Agency and Shareholder Recordkeeping Fees --Class P Shares -- The Class P Shares shall bear directly the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Class. (c) Transfer Agency and Shareholder Recordkeeping Fees -- Institutional Class Shares -- The Institutional Class Shares shall bear directly the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Class. (d) Transfer Agency and Shareholder Recordkeeping Fees -- All Shares except Class P Shares and Institutional Class Shares -- Each Class of Shares, except Class P Shares and Institutional Class Shares, shall bear proportionately the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Classes, based on the relative net assets attributable to each such Class. (e) Allocation of Other Expenses -- Each Class shall bear proportionately all other expenses incurred by a Portfolio based on the relative net assets attributable to each such Class. (f) Allocation of Income, Gains and Losses -- Except to the extent provided in the following sentence, each Portfolio will allocate income and realized and unrealized capital gains and losses to a Class based on the relative net assets of each Class. Notwithstanding the foregoing, each Portfolio that declares dividends on a daily basis will allocate income on the basis of settled Shares. (g) Waiver of Fees and Reimbursement of Expenses -- A Portfolio's adviser, underwriter or any other provider of services to the Portfolio may waive fees payable by, or reimburse expenses of, a Class, to the extent that such fees and expenses are payable, or have been paid, to such provider, and have been allocated solely to that Class as a Class expense. Such provider may also waive fees payable, or reimburse expenses paid, by all Classes in a Portfolio to the extent such fees and expenses have been allocated to such Classes in accordance with relative net assets. 4. Distribution and Servicing Arrangements. The distribution and servicing arrangements identified below will apply for the following Classes offered by a Fund with respect to a Portfolio. The provisions of the Prospectus describing the distribution and servicing arrangements are incorporated herein by this reference. (a) AIM Cash Reserve Shares. AIM Cash Reserve Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (b) Class A Shares. Class A Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in 3 the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth in the Prospectus. Class A Shares that are not subject to a front-end sales charge as a result of the foregoing shall be subject to a CDSC for the CDSC Period set forth in Section 5(a) of this Plan if so provided in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class A Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (c) Class A3 Shares. Class A3 Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (d) Class B Shares. Class B Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(c), (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus, and subject to the exceptions below, (iv) converted to Class A Shares on or about the end of the month which is no less than 96 months and no more than 97 months after the date in which the shareholder's order to purchase was accepted, as set forth in the Prospectus. Class B Shares of AIM Money Market Fund will convert to AIM Cash Reserve Shares of AIM Money Market Fund. Legacy Class B Shares shall automatically convert (the "2006 Class B Share Conversion") to Class A shares (Legacy Class B Shares of AIM Money Market Fund shall convert to AIM Cash Reserve Shares) July 27, 2006 at 5:00 p.m. Eastern time, or such later date and time as the officers of the Funds shall determine (the "2006 Share Conversion Effective Time"). (e) Class B1 Shares. Class B1 Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(d), (iii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus, (iv) prior to the 2006 Share Conversion Effective Time, converted to Class A Shares four years from the end of the calendar month in which the shareholder's order to purchase Class B shares of Old FRF was accepted, as set forth in the Prospectus, and (v) converted (the "Class B1 Conversion") to Class A Shares at the 2006 Share Conversion Effective Time. (f) Class C Shares. Class C Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(d) if so provided in the Prospectus, and (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. 4 (g) Class P Shares. Class P Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (h) Class R Shares. Class R Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(f), and (iii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (i) Institutional Class Shares. Institutional Class Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus. (j) Institutional Money Market Fund Shares. Institutional Money Market Fund Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus. (k) Investor Class Shares. Investor Class Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus. 5. CDSC. A CDSC shall be imposed upon redemptions of Class A Shares that do not incur a front-end sales charge, and of certain AIM Cash Reserve Shares, Class B Shares, Class B1 Shares, Class C Shares and Class R Shares as follows: (a) AIM Cash Reserve Shares. AIM Cash Reserve Shares acquired through exchange of Class A Shares of another Portfolio may be subject to a CDSC for the CDSC Period set forth in Section 5(b) of this Plan if so provided in the Prospectus. (b) Class A Shares. The CDSC Period for Class A Shares that are subject to a CDSC shall be the period set forth in the Fund's Prospectus. The CDSC rate shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. No CDSC shall be imposed on Class A Shares unless so provided in a Prospectus. (c) Class B Shares. The CDSC Period for the Class B Shares shall be six years. The CDSC rate for the Class B Shares shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. (d) Class B1 Shares. The CDSC Period for the Class B1 Shares shall be four years. The CDSC rate for the Class B1 Shares shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. (e) Class C Shares. The CDSC Period for the Class C Shares that are subject to a CDSC shall be one year. The CDSC rate for the Class C Shares that are subject 5 to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference. (f) Class R Shares. The CDSC Period for the Class R Shares that are subject to a CDSC shall be the period set forth in the Prospectus. The CDSC rate for the Class R Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference. (g) Method of Calculation. The CDSC shall be assessed on an amount equal to the lesser of the then current market value or the cost of the Shares being redeemed. No CDSC shall be imposed on increases in the net asset value of the Shares being redeemed above the initial purchase price. No CDSC shall be assessed on Shares derived from reinvestment of dividends or capital gains distributions. The order in which Shares are to be redeemed when not all of such Shares would be subject to a CDSC shall be determined by the Distributor in accordance with the provisions of Rule 6c-10 under the Act. (h) Waiver. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares on terms disclosed in the Prospectus and, for the Class A Shares and AIM Cash Reserve Shares, as allowed under Rule 6c-10 under the Act. (i) CDSC Computation. The CDSC payable upon redemption of AIM Cash Reserve Shares, Class A Shares, Class B Shares, Class B1 Shares, Class C Shares, and Class R Shares subject to a CDSC shall be computed in the manner described in the Prospectus. 6. Exchange Privileges. Exchanges of Shares, except for Institutional Money Market Fund Shares, shall be permitted between Funds as follows: (a) Shares of a Portfolio generally may be exchanged for Shares of the same Class of another Portfolio or where so provided for in the Prospectus, another registered investment company distributed by A I M Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus. (b) Shares of a Portfolio generally may not be exchanged for Shares of a different Class of that Portfolio or another Portfolio or another registered investment company distributed by A I M Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus. (c) Depending upon the Portfolio from which and into which an exchange is being made and when the shares were purchased, shares being acquired in an exchange may be acquired at their offering price, at their net asset value or by paying the difference in sales charges, as disclosed in the Prospectus. 7. Service Fees and Distribution Fees. The Service Fee and Distribution Fee applicable to any Class shall be those set forth in the Prospectus, relevant portions of which are incorporated herein by this reference. All other terms and conditions with respect to Service Fees and Distribution Fees shall be governed by the Plan of Distribution and/or 6 agreements relating thereto adopted by the Fund with respect to such fees and Rule 12b-1 of the Act. 8. Conversion of Class B Shares. (a) Shares Received upon Reinvestment of Dividends and Distributions -- Shares purchased through the reinvestment of dividends and distributions paid on Shares subject to conversion shall be treated as if held in a separate sub-account. Each time any Shares in a Shareholder's account (other than Shares held in the sub-account) convert to Class A Shares, a proportionate number of Shares held in the sub-account shall also convert to Class A Shares. (b) Conversions on Basis of Relative Net Asset Value -- All conversions, including the 2006 Class B Share Conversion, shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge. (c) Amendments to Plan of Distribution for Class A Shares -- If any amendment is proposed to the Plan of Distribution under which Service Fees and Distribution Fees are paid with respect to Class A Shares of a Fund that would increase materially the amount to be borne by those Class A Shares, then no Class B Shares shall convert into Class A Shares of that Fund until the holders of Class B Shares of that Fund have also approved the proposed amendment. If the holders of such Class B Shares do not approve the proposed amendment, the Trustees of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert into another Class identical in all material respects to Class A Shares of the Fund as constituted prior to the amendment. 9. Conversion of Class B1 Shares. (a) Shares Received upon Reinvestment of Dividends and Distributions --Shares issued in connection with the conversion of Old FRF into New FRF that represent Class B shares of Old FRF acquired through the reinvestment of dividends and distributions, and Shares acquired through the reinvestment of dividends and distributions paid in respect of Shares shall be treated as if held in a separate sub-account. Each time any Shares in a Shareholder's account (other than Shares held in the sub-account) convert to Class A Shares, a proportionate number of Shares held in the sub-account shall also convert to Class A Shares. (b) Conversions on Basis of Relative Net Asset Value -- All conversions, including the Class B1 Conversion, shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge. (c) Amendments to Plan of Distribution for Class A Shares -- If any amendment is proposed to the Plan of Distribution under which Service Fees and Distribution Fees are paid with respect to Class A Shares of a Fund that would increase materially the amount to be borne by those Class A Shares, then no Class B1 Shares shall convert into Class A Shares of that Fund until the holders of Class B1 Shares of that Fund have also approved the proposed amendment. If 7 the holders of such Class B1 Shares do not approve the proposed amendment, the Trustees of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert into another Class identical in all material respects to Class A Shares of the Fund as constituted prior to the amendment. 10. Effective Date. This Plan shall not take effect until a majority of the Trustees of a Fund, including a majority of the Trustees who are not interested persons of the Fund, shall find that the Plan, as proposed and including the expense allocations, is in the best interests of each Class individually and the Fund as a whole. 11. Amendments. This Plan may not be amended to materially change the provisions of this Plan unless such amendment is approved in the manner specified in Section 10 above. 12. Administration of Plan. This Plan shall be administered in compliance with all applicable provisions of the Act and all applicable rules promulgated under the Act, including but not limited to Rule 18f-3, Rule 6c-10 (with respect to the imposition of CDSCs upon the redemption of Shares) and Rule 11a-3 (with respect to exchange privileges among Shares). Effective December 12, 2001, as amended and restated: March 4, 2002, July 21, 2003, August 18, 2003, May 12, 2004, February 25, 2005, June 30, 2005 August 4, 2005, December 6, 2005, and as further amended and restated July 5, 2006. 8 EX-99.N2 69 h43124bexv99wn2.txt ELEVENTH AMENDED MULTIPLE CLASS PLAN ELEVENTH AMENDED AND RESTATED MULTIPLE CLASS PLAN OF THE AIM FAMILY OF FUNDS(R) 1. This Multiple Class Plan (the "Plan") adopted in accordance with Rule 18f-3 under the Act shall govern the terms and conditions under which the Funds may issue separate Classes of Shares representing interests in one or more Portfolios of each Fund. 2. Definitions. As used herein, the terms set forth below shall have the meanings ascribed to them below. (a) Act -- Investment Company Act of 1940, as amended. (b) AIM Cash Reserve Shares -- shall mean the AIM Cash Reserve Shares Class of AIM Money Market Fund, a Portfolio of AIM Investment Securities Funds. (c) CDSC -- contingent deferred sales charge. (d) CDSC Period -- the period of years following acquisition of Shares during which such Shares may be assessed a CDSC upon redemption. (e) Class -- a class of Shares of a Fund representing an interest in a Portfolio. (f) Class A Shares -- shall mean those Shares designated as Class A Shares in the Fund's organizing documents. (g) Class A3 Shares -- shall mean those Shares designated as Class A3 Shares in the Fund's organizing documents. (h) Class B Shares -- shall mean those Shares designated as Class B Shares in the Fund's organizing documents. (i) Class C Shares -- shall mean those Shares designated as Class C Shares in the Fund's organizing documents. (j) Class P Shares -- shall mean those Shares designated as Class P Shares in the Fund's organizing documents. (k) Class R Shares -- shall mean those Shares designated as Class R Shares in the Fund's organizing documents. (l) Distribution Expenses -- expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as authorized in a Plan of Distribution and/or agreements relating thereto. (m) Distribution Fee -- a fee paid to the Distributor and/or financial intermediaries for Distribution Expenses. -1- (n) Distributor -- A I M Distributors, Inc. or Fund Management Company, as applicable. (o) Fund -- those investment companies advised by A I M Advisors, Inc. which have adopted this Plan. (p) Institutional Class Shares -- shall mean those Shares designated as Institutional Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by A I M Distributors, Inc. that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus. (q) Institutional Money Market Fund Shares -- shall mean those Shares designated as Cash Management Class Shares, Corporate Class Shares, Institutional Class Shares, Personal Investment Class Shares, Private Investment Class Shares, Reserve Class Shares, Resource Class Shares and Sweep Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by Fund Management Company that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus. (r) Investor Class Shares -- shall mean those Shares designated as Investor Class Shares in the Fund's organizing documents. (s) Plan of Distribution -- any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee and/or Service Fee. (t) Portfolio -- a series of the Shares of a Fund constituting a separate investment portfolio of the Fund. (u) Prospectus -- the then currently effective prospectus and statement of additional information of a Portfolio. (v) Service Fee -- a fee paid to the Distributor and/or financial intermediaries for the ongoing provision of personal services to Fund shareholders and/or the maintenance of shareholder accounts. (w) Share -- a share of beneficial interest in a Fund. (x) Trustees -- the directors or trustees of a Fund. 3. Allocation of Income and Expenses. (a) Distribution Fees and Service Fees -- Each Class shall bear directly any and all Distribution Fees and/or Service Fees payable by such Class pursuant to a Plan of Distribution adopted by the Fund with respect to such Class. (b) Transfer Agency and Shareholder Recordkeeping Fees -- Institutional Class Shares -- The Institutional Class Shares shall bear directly the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Class. -2- (c) Transfer Agency and Shareholder Recordkeeping Fees -- All Shares except Institutional Class Shares -- Each Class of Shares, except Institutional Class Shares, shall bear proportionately the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Classes, based on the relative net assets attributable to each such Class. (d) Allocation of Other Expenses -- Each Class shall bear proportionately all other expenses incurred by a Portfolio based on the relative net assets attributable to each such Class. (e) Allocation of Income, Gains and Losses -- Except to the extent provided in the following sentence, each Portfolio will allocate income and realized and unrealized capital gains and losses to a Class based on the relative net assets of each Class. Notwithstanding the foregoing, each Portfolio that declares dividends on a daily basis will allocate income on the basis of settled Shares. (f) Waiver of Fees and Reimbursement of Expenses -- A Portfolio's adviser, underwriter or any other provider of services to the Portfolio may waive fees payable by, or reimburse expenses of, a Class, to the extent that such fees and expenses are payable, or have been paid, to such provider, and have been allocated solely to that Class as a Class expense. Such provider may also waive fees payable, or reimburse expenses paid, by all Classes in a Portfolio to the extent such fees and expenses have been allocated to such Classes in accordance with relative net assets. 4. Distribution and Servicing Arrangements. The distribution and servicing arrangements identified below will apply for the following Classes offered by a Fund with respect to a Portfolio. The provisions of the Prospectus describing the distribution and servicing arrangements are incorporated herein by this reference. (a) AIM Cash Reserve Shares. AIM Cash Reserve Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (b) Class A Shares. Class A Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth in the Prospectus. Class A Shares that are not subject to a front-end sales charge as a result of the foregoing shall be subject to a CDSC for the CDSC Period set forth in Section 5(a) of this Plan if so provided in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class A Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. -3- (c) Class A3 Shares. Class A3 Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (d) Class B Shares. Class B Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(c), (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus, and subject to the exceptions below, (iv) converted to Class A Shares on or about the end of the month which is no less than 96 months and no more than 97 months after the date in which the shareholder's order to purchase was accepted, as set forth in the Prospectus. Class B Shares of AIM Money Market Fund will convert to AIM Cash Reserve Shares of AIM Money Market Fund. (e) Class C Shares. Class C Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(d) if so provided in the Prospectus, and (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (f) Class P Shares. Class P Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (g) Class R Shares. Class R Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(f), and (iii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus. (h) Institutional Class Shares. Institutional Class Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus. (i) Institutional Money Market Fund Shares. Institutional Money Market Fund Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus. (j) Investor Class Shares. Investor Class Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus. 5. CDSC. A CDSC shall be imposed upon redemptions of Class A Shares that do not incur a front-end sales charge, and of certain AIM Cash Reserve Shares, Class B Shares, Class C Shares and Class R Shares as follows: -4- (a) AIM Cash Reserve Shares. AIM Cash Reserve Shares acquired through exchange of Class A Shares of another Portfolio may be subject to a CDSC for the CDSC Period set forth in Section 5(b) of this Plan if so provided in the Prospectus. (b) Class A Shares. The CDSC Period for Class A Shares that are subject to a CDSC shall be the period set forth in the Fund's Prospectus. The CDSC rate shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. No CDSC shall be imposed on Class A Shares unless so provided in a Prospectus. (c) Class B Shares. The CDSC Period for the Class B Shares shall be six years. The CDSC rate for the Class B Shares shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. (d) Class C Shares. The CDSC Period for the Class C Shares that are subject to a CDSC shall be one year. The CDSC rate for the Class C Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference. (e) Class R Shares. The CDSC Period for the Class R Shares that are subject to a CDSC shall be the period set forth in the Prospectus. The CDSC rate for the Class R Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference. (f) Method of Calculation. The CDSC shall be assessed on an amount equal to the lesser of the then current market value or the cost of the Shares being redeemed. No CDSC shall be imposed on increases in the net asset value of the Shares being redeemed above the initial purchase price. No CDSC shall be assessed on Shares derived from reinvestment of dividends or capital gains distributions. The order in which Shares are to be redeemed when not all of such Shares would be subject to a CDSC shall be determined by the Distributor in accordance with the provisions of Rule 6c-10 under the Act. (g) Waiver. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares on terms disclosed in the Prospectus and, for the Class A Shares and AIM Cash Reserve Shares, as allowed under Rule 6c-10 under the Act. (h) CDSC Computation. The CDSC payable upon redemption of AIM Cash Reserve Shares, Class A Shares, Class B Shares, Class C Shares, and Class R Shares subject to a CDSC shall be computed in the manner described in the Prospectus. 6. Exchange Privileges. Exchanges of Shares, except for Institutional Money Market Fund Shares, shall be permitted between Funds as follows: (a) Shares of a Portfolio generally may be exchanged for Shares of the same Class of another Portfolio or where so provided for in the Prospectus, another registered investment company distributed by A I M Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus. -5- (b) Shares of a Portfolio generally may not be exchanged for Shares of a different Class of that Portfolio or another Portfolio or another registered investment company distributed by A I M Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus. (c) Depending upon the Portfolio from which and into which an exchange is being made and when the shares were purchased, shares being acquired in an exchange may be acquired at their offering price, at their net asset value or by paying the difference in sales charges, as disclosed in the Prospectus. 7. Service Fees and Distribution Fees. The Service Fee and Distribution Fee applicable to any Class shall be those set forth in the Prospectus, relevant portions of which are incorporated herein by this reference. All other terms and conditions with respect to Service Fees and Distribution Fees shall be governed by the Plan of Distribution and/or agreements relating thereto adopted by the Fund with respect to such fees and Rule 12b-1 of the Act. 8. Conversion of Class B Shares. (a) Shares Received upon Reinvestment of Dividends and Distributions -- Shares purchased through the reinvestment of dividends and distributions paid on Shares subject to conversion shall be treated as if held in a separate sub-account. Each time any Shares in a Shareholder's account (other than Shares held in the sub-account) convert to Class A Shares (AIM Cash Reserve Shares in the case of AIM Money Market Fund), a proportionate number of Shares held in the sub-account shall also convert to Class A Shares (AIM Cash Reserve Shares in the case of AIM Money Market Fund). (b) Conversions on Basis of Relative Net Asset Value -- All conversions, including the 2006 Class B Share Conversion, shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge. (c) Amendments to Plan of Distribution for Class A Shares (AIM Cash Reserve Shares in the case of AIM Money Market Fund) -- If any amendment is proposed to the Plan of Distribution under which Service Fees and Distribution Fees are paid with respect to Class A Shares of a Fund (AIM Cash Reserve Shares in the case of AIM Money Market Fund) that would increase materially the amount to be borne by those Class A Shares (AIM Cash Reserve Shares in the case of AIM Money Market Fund), then no Class B Shares shall convert into Class A Shares of that Fund (AIM Cash Reserve Shares in the case of AIM Money Market Fund) until the holders of Class B Shares of that Fund have also approved the proposed amendment. If the holders of such Class B Shares do not approve the proposed amendment, the Trustees of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert into another Class identical in all material respects to Class A Shares of the Fund (AIM Cash Reserve Shares in the case of AIM Money Market Fund) as constituted prior to the amendment. -6- 9. Effective Date. This Plan shall not take effect until a majority of the Trustees of a Fund, including a majority of the Trustees who are not interested persons of the Fund, shall find that the Plan, as proposed and including the expense allocations, is in the best interests of each Class individually and the Fund as a whole. 10. Amendments. This Plan may not be amended to materially change the provisions of this Plan unless such amendment is approved in the manner specified in Section 10 above. 11. Administration of Plan. This Plan shall be administered in compliance with all applicable provisions of the Act and all applicable rules promulgated under the Act, including but not limited to Rule 18f-3, Rule 6c-10 (with respect to the imposition of CDSCs upon the redemption of Shares) and Rule 11a-3 (with respect to exchange privileges among Shares). Effective December 12, 2001, as amended and restated: March 4, 2002, July 21, 2003, August 18, 2003, May 12, 2004, February 25, 2005, June 30, 2005 August 4, 2005, December 6, 2005, July 5, 2006, and as further amended and restated December 8, 2006. -7- EX-99.P 70 h43124bexv99wp.txt CODE OF ETHICS AIM FUNDS A I M MANAGEMENT GROUP INC. CODE OF ETHICS (ORIGINALLY ADOPTED MAY 1, 1981) (AMENDED EFFECTIVE FEBRUARY 16, 2006) A I M Management Group Inc., A I M Advisors, Inc., A I M Capital Management, Inc., AIM Private Asset Management, Inc. ("APAM"), A I M Distributors, Inc., Fund Management Company and all of their wholly owned and indirect subsidiaries (together, "AIM") have a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of AIM's investment company Clients take precedence over the personal interests of Covered Persons (defined below). Capitalized terms used herein are defined at the end of this document. This Code of Ethics ("the Code") applies to all: - Employees of AIM; - Employees of any AIM affiliates that, in connection with their duties, obtain or are determined by the Advisory Compliance Group to have access to any information concerning recommendations being made by any AIM entity to any of its Clients ("access persons"); and - AIM Funds Trustees. All individuals covered by the Code are referred to as "Covered Persons." I. STATEMENT OF FIDUCIARY PRINCIPLES The following fiduciary principles govern Covered Persons. - the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and - all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individual's position of trust and responsibility. This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business. This Code does not attempt to identify all possible conflicts of interest or to ensure literal compliance with each of its specific provisions. It does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients. 1 Section 5 of this Code generally addresses sanctions for violations of this Code; certain sections of this Code specifically address sanctions that apply to violations of those sections. II. LIMITS ON PERSONAL INVESTING A. PERSONAL INVESTING 1. Preclearance of Personal Security Transactions. All Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) must pre-clear all personal security transactions involving Covered Securities with the Advisory Compliance Group using the automated request system. Covered Securities include all investments that can be made by an AIM entity for its Clients, including stocks, bonds, municipal bonds, short sales, and any derivative such as options. Covered Securities do not include shares of money market funds, government securities, certificates of deposit or shares of mutual funds not advised by AIM. If you are unclear about whether a proposed transaction is a Covered Security, contact the Advisory Compliance Group via email at CodeofEthicsHouston@aiminvestments.com or phone prior to executing the transaction. - ANY APPROVAL GRANTED TO A COVERED PERSON TO EXECUTE A PERSONAL SECURITY TRANSACTION IS VALID FOR THAT BUSINESS DAY ONLY. The automated review system will review personal trade requests from Covered Persons based on the following considerations: - BLACK-OUT PERIOD. AIM does not permit Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) to trade in a Covered Security if a Client has executed a transaction in the same security within the last two days or if there is an order currently with the trading desk. For example, if a Client trades on a Monday, Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) may not be cleared until Thursday. - INVESTMENT PERSONNEL. Investment Personnel may not buy or sell a Covered Security seven days before or after a Client trades in that security. - DEMINIMUS EXCEPTIONS. The Advisory Compliance Group will apply the following deminimis exceptions in granting preclearance when a Client has recently traded or is trading in a security involved in a Covered Person's proposed personal transaction: - Equity deminimis exception. If you do not have knowledge of trading activity in a particular equity security, you may execute up to 500 shares of such security in a rolling 30 day period provided the issuer of such security is included in the Russell 1000 Index. The deminimis exemption is not available to Covered Persons that are assigned to the Investments, Portfolio Administration, Fund Administration, and IT departments. 2 - Fixed income deminimis exception. If you do not have knowledge of trading activity in a particular fixed income security you may execute up to $100,000 of par value of such security. The deminimis exemption is not available to Covered Persons that are assigned to the Investments, Portfolio Administration, Fund Administration, and IT departments. The automated review system will confirm that there is no activity currently on the trading desk for the security involved in the proposed personal transaction and check the portfolio accounting system to verify that there have been no transactions for the requested security within the last two trading days. For IT and Portfolio Administration personnel, the Advisory Compliance Group will also check the trading activity of affiliates for which such personnel have access to information to verify that there have been no transactions for the requested security within the last two trading days. The Advisory Compliance Group will notify the Covered Person of the approval or denial of the proposed personal transaction. The approval of a personal securities transaction is only valid for that business day. If a Covered Person does not execute the proposed securities transaction on the date requested, the Covered Person must resubmit the request again the next day for approval. Any failure to preclear transactions is a violation of the Code and will be subject to the following potential sanctions: - A Letter of Education will be provided to any Covered Person whose failure to preclear is considered immaterial or inadvertent. - Repeat violations may result in in-person training, probation, withdrawal of personal trading privileges or termination, depending on the nature and severity of the violations. 2. Prohibition on Short-Term Trading Profits. Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) are prohibited from trading in a Covered Security within 60 days at a profit. If a Covered Person (other than AIM Funds Independent Trustees without knowledge of investment activity) trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of AIM's choice. AIM will issue a letter of education to the Covered Person for transactions within the 60 day period that do not generate a profit. 3. Initial Public Offerings. Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) are prohibited from acquiring any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by the Advisory Compliance Group and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer. 4. Brokerage Accounts. Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) may only maintain brokerage accounts with 3 - discount broker-dealers that provide electronic feeds of confirms and monthly statements directly to the Advisory Compliance Group, - AIM Broker-dealers, or - full service broker-dealers. As a result, Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) must move any existing brokerage accounts that do not comply with this provision as of the date of this amended Code to appropriate broker-dealers within six months of the date of this amended Code. Effective 6 months after the date of this amended Code, Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) may not own shares of AIM Funds that are held at a non-AIM Broker-dealer unless legally required. All Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) must arrange for their broker-dealers to forward to the Advisory Compliance Group on a timely basis, duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, preferably in an electronic format. 5. Reporting Requirements. a. INITIAL HOLDINGS REPORT. All Covered Persons (other than AIM Funds Independent Trustees) must provide to the Advisory Compliance Group an initial holdings report no later than 10 days after the person becomes a Covered Person (the information must be current within 45 days of the date the person becomes a Covered Person). The initial holdings report shall include the following information: - The title, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Ownership; - The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and - The date that the report is submitted by the person. Independent Trustees of the AIM Funds do not need to make an initial holdings report. b. QUARTERLY TRANSACTION REPORTS. All Covered Persons (other than AIM Funds Independent Trustees) must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect beneficial interest: This includes any Covered Securities held in a 401(k) or other retirement vehicle. 4 - The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security; - The nature of the transaction (buy, sell, etc.); - The price of the Covered Security at which the transaction was executed; - The name of the broker-dealer or bank executing the transaction; and - The date that the report is submitted to the Advisory Compliance Group. ALL COVERED PERSONS (OTHER THAN AIM FUNDS INDEPENDENT TRUSTEES) MUST SUBMIT A QUARTERLY REPORT REGARDLESS OF WHETHER THEY HAVE EXECUTED TRANSACTIONS DURING THE QUARTER OR NOT. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the report must include a representation to that effect. Covered Persons need not include transactions made through an Automatic Investment Plan in the quarterly transaction report. Additionally, Covered Persons (other than AIM Funds Independent Trustees) must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle) including: - The date the account was established; - The name of the broker-dealer or bank; and - The date that the report is submitted to the Advisory Compliance Group. An Independent Trustee of an AIM Fund must report a transaction in a Covered Security in a quarterly transaction report if the trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling his/her duties as a trustee of the AIM Fund, should have known that, during the 15-day period immediately before or after the date of the transaction by the trustee, the Covered Security was purchased or sold by the AIM Fund or was being considered by the AIM Fund or AIM for purchase or sale by the AIM Fund or another Client. The Advisory Compliance Group may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest. c. ANNUAL HOLDINGS REPORTS. All Covered Persons (other than AIM Funds Independent Trustees) must report annually the following information, which must 5 be current within 45 days of the date the report is submitted to the Advisory Compliance Group: - The security and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Ownership; - The name of the broker-dealer or bank with or through which the transaction was effected; and - The date that the report is submitted by the Covered Person to the Advisory Compliance Group. Managed Accounts. Covered Persons must make an annual report with respect to transactions held in an account over which the Covered Person has granted exclusive discretion to an external money manager. Covered Persons must receive approval from the Advisory Compliance Group to establish and maintain such an account. Covered Persons are not required to pre-clear transactions or submit quarterly reports for such managed accounts; however, Covered Persons with these types of accounts must provide an annual certification that they do not currently and have not in the past exercised direct or indirect Control over the managed accounts. Annual Certification. All Covered Persons (other than AIM Funds Independent Trustees) must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. The AIM Funds Trustees, including the Independent Trustees, will review and approve the Code annually. 6. Private Securities Transactions. Covered Persons (other than AIM Funds Independent Trustees without knowledge of investment activity) may not engage in a Private Securities Transaction without first giving the Advisory Compliance Group a detailed written notification describing the transaction and indicating whether or not they will receive compensation and obtaining prior written permission from the Advisory Compliance Group. Investment Personnel who have been authorized to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to the Advisory Compliance Group and the Chief Investment Officer of AIM when they are involved in a Client's subsequent consideration of an investment in the same issuer. The Client's decision to purchase such securities must be independently reviewed by Investment Personnel with no personal interest in that issuer. 7. Excessive Short Term Trading in Funds. Employees are prohibited from excessive short term trading of any mutual fund advised by AIM and are subject to various limitations on the number of transactions as indicated in the respective prospectus. 6 B. LIMITATIONS ON OTHER PERSONAL ACTIVITIES 1. Board of Directorships. Investment Personnel will not serve on the boards of directors of either a publicly traded company or any other entity without prior written permission from AIM's Advisory Compliance Group. If the directorship is authorized, the individual will be isolated from others making investment decisions concerning the particular company or entity as appropriate. 2. Gift Policy. AIM Employees may not give or accept gifts or invitations of entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. Under no circumstances may any Employees give or accept cash or any possible cash equivalent from a broker or vendor. - INVITATIONS. AIM Employees must report entertainment with the Advisory Compliance Group on a monthly basis. The requirement to report monthly entertainment includes dinners or any other event with the broker or vendor in attendance. Examples of invitations that may be excessive in value include Super Bowl tickets, tickets to All-Star games, hunting trips, or ski trips. An occasional ticket to a sporting event, golf outing or concert when accompanied by the broker or vendor may not be excessive. In all cases, entertainment must be reported to the Advisory Compliance Group. Additionally, AIM Employees may not reimburse brokers or vendors for the cost of tickets that would be considered excessive or for travel related expenses without approval of the Advisory Compliance Group. - GIFTS. AIM Employees are not required to pre-clear gifts. All gifts given or received must be reported to the Advisory Compliance Group on a monthly basis. AIM Employees are prohibited from accepting the following: - single gifts valued in excess of $100; and - gifts from one person or firm valued in excess of $100 during a calendar year period. AIM Employees must report all entertainment (breakfast and lunches in the office need not be reported), including dinners with the broker/vendor in attendance, and gifts to the Advisory Compliance Group on a monthly basis. III. REPORTING OF POTENTIAL COMPLIANCE ISSUES AIM has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with their supervisor, department head or with anyone in the Legal and Compliance Department. Human Resources 7 matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns. In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, AIM has hired an Ombudsman to serve as a resource to Employees. Employees may convey concerns about business matters they believe implicate matters of ethics or questionable practices to the Ombudsman at 1-888-388-2095. Employees are encouraged to report these questionable practices so that AIM, the Ombudsman or the Compliance Department has an opportunity to address and resolve these issues before they become a more significant regulatory issue. AMVESCAP PLC and the AIM Funds Boards of Trustees have set up a 1-800 number for Employees to raise any concerns on an anonymous basis. This 1-800 number, 1-866-297-3627, appears on AIM's website. An outside vendor transcribes the calls received on the 1-800 number and forwards the transcripts to the chairman of the Audit Committee of the AIM Funds Boards of Trustees, AIM's General Counsel, the Director of AIM's Fund Administration Group, and to AMVESCAP PLC. IV. ADMINISTRATION OF THE CODE OF ETHICS AIM will use reasonable due diligence and institute procedures reasonably necessary to prevent violations of this Code. No less frequently than annually, AIM will furnish to the Boards of Trustees of the AIM Funds, or such committee as it may designate, a written report that: - describes significant issues arising under the Code since the last report to the Boards of Trustees, including information about material violations of the Code and sanctions imposed in response to material violations; and - certifies that the AIM Funds have adopted procedures reasonably designed to prevent Covered Persons from violating the Code. V. SANCTIONS Upon discovering a material violation of the Code, the Advisory Compliance Group will notify AIM's Chief Compliance Officer (CCO). The CCO will notify the Internal Compliance Controls Committee of any material violations at the next regularly scheduled meeting. The Advisory Compliance Group will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial. AIM may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits, a letter of censure or suspension, or termination of employment. VI. EXCEPTIONS TO THE CODE 8 AIM's Chief Compliance Officer (or designee), together with either one of AIM's General Counsel, Chief Investment Officer, Chief Executive Officer or Chairman, may grant an exception to any provision in this Code and will report all such exceptions at the next Internal Controls Committee meeting. VII. DEFINITIONS - AIM Broker-dealer means either A I M Distributors, Inc. or Fund Management Company; - Automatic Investment Plan means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans; - Beneficial Ownership has the same meaning as Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended ("the '34 Act"). To have a beneficial interest, Covered Persons must have a "direct or indirect pecuniary interest," which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Ownership in securities held by members of their immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements; - Client means any account for which AIM is either the adviser or sub-adviser; - Control has the same meaning as under Section 2(a)(9) of the Investment Company Act, as amended (the "Investment Company Act"); - Covered Person means any full or part time Employee of AIM or the AIM Funds,; any full or part time Employee of any AIM affiliates that, in connection with his or her duties, obtains or has access to any information concerning recommendations being made by any AIM entity to any of its Clients ("access persons"); and any interested trustee or director of the AIM Funds; - Covered Security has the same meaning as Section 2 (a)(36) of the Investment Company Act and includes any AIM Fund or other Client that is advised or sub-advised by AIM. An exchange traded funds (ETF) is considered a Covered Security. A Covered Security does not include the following: - Direct obligations of the Government of the United States or its agencies; - Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; - Any open-end mutual fund not advised or sub-advised by AIM; and - AMVESCAP PLC stock because it is subject to the provisions of AMVESCAP PLC's Code of Conduct. 9 - Employee means any full or part time Employee of AIM or the AIM Funds, including any consultant or contractor who AIM's Compliance Department determines to have access to information regarding AIM's trading activity; - Investment Personnel means any Employee who, in connection with his/her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Client; and - IT Personnel means any Employee that is designated to work in the Information Technology Department; and - Fund Account Personnel means any Employee that is designated to work in either of the Fund Administration or Portfolio Administration Groups; - Independent Trustee means a trustee of a fund who is not an "interested person" of the fund within the meaning of Section 2(a)(19) of the Investment Company Act; - Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the '34 Act; - Private Securities Transaction means any securities transaction outside the regular course, or scope, of an associated person's employment with a member, including, though not limited to, new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the NASD's Conduct Rules, transactions among immediate family members (as defined in the interpretation of the Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal transactions in investment company and variable annuity securities shall be excluded. 10 EX-99.Q 71 h43124bexv99wq.txt POWERS OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor or John M. Zerr, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all his capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on his or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ Bob R. Baker ---------------------------------------- Bob R. Baker POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor or John M. Zerr, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all his capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on his or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ Frank S. Bayley ---------------------------------------- Frank S. Bayley POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor or John M. Zerr, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all his capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on his or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ James T. Bunch ---------------------------------------- James T. Bunch POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor or John M. Zerr, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all his capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on his or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ Bruce L. Crockett ---------------------------------------- Bruce L. Crockett POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor or John M. Zerr, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all his capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on his or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ Albert R. Dowden ---------------------------------------- Albert R. Dowden POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor or John M. Zerr, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all his capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on his or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ Jack M. Fields ---------------------------------------- Jack M. Fields POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor or John M. Zerr, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all his capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on his or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ Carl Frischling ---------------------------------------- Carl Frischling POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor or John M. Zerr, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all his capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on his or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ Robert H. Graham ---------------------------------------- Robert H. Graham POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor or John M. Zerr, and each of them, her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all her capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on her or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ Prema Mathai-Davis ---------------------------------------- Prema Mathai-Davis POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor or John M. Zerr, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all his capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on his or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ Lewis F. Pennock ---------------------------------------- Lewis F. Pennock POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor or John M. Zerr, and each of them, her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all her capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on her or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ Ruth H. Quigley ---------------------------------------- Ruth H. Quigley POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor or John M. Zerr, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all his capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on his or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ Larry Soll ---------------------------------------- Larry Soll POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor or John M. Zerr, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all his capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on his or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ Raymond Stickel, Jr. ---------------------------------------- Raymond Stickel, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints John M. Zerr, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all his capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on his or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ Philip A. Taylor ---------------------------------------- Philip A. Taylor POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Philip A. Taylor, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all his capacities as a trustee of AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Select Real Estate Income Fund, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust, to sign on his or its behalf any and all Registration Statements (including any pre-effective amendments to Registration Statements) under the Securities Act of 1933, the Investment Company Act of 1940 and any amendments and supplements thereto and applications thereunder, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other applicable regulatory authority, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, and fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. DATED this 12th day of September, 2006. /s/ John M. Zerr ---------------------------------------- John M. Zerr -----END PRIVACY-ENHANCED MESSAGE-----