Common use of VOTING RIGHTS OF SHAREHOLDERS Clause in Contracts

VOTING RIGHTS OF SHAREHOLDERS. Shareholders of a Maryland corporation such as Company are entitled to vote on, among other things, those matters which effect fundamental changes in the corporate structure (such as a merger, consolidation or sale of substantially all of the assets of the corporation) as provided by Maryland law. The Declaration of Trust grants shareholders power to vote only with respect to the following: (i) election of trustees, provided that a meeting of shareholders has been called for that purpose; (ii) removal of trustees, provided that a meeting of shareholders has been called for that purpose; (iii) termination of the AIM Trust or a series or class of its shares of beneficial interest, provided that a meeting of shareholders has been called for that purpose; (iv) sale of all or substantially all of the assets of the AIM Trust or one of its investment portfolios; (v) merger or consolidation of the AIM Trust or any of its investment portfolios, with certain exceptions; (vi) approval of any amendments to shareholders' voting rights under the Declaration of Trust, and (vii) approval of such additional matters as may be required by law or as the trustees, in their sole discretion, shall determine. Generally speaking, and for practical purposes, the impact of the change to Delaware law from Maryland law on shareholder voting rights will be lessened because the 1940 Act requires that shareholders vote on certain fundamental matters. DISSENTERS' RIGHTS Under Maryland law, shareholders may not demand the fair value of their shares from the successor company in a transaction involving the transfer of the corporation's assets and are, therefore, bound by the terms of the transaction if the stock is that of an open-end investment company registered with the SEC under the 1940 Act and the value placed on the stock in the transaction is its net asset value. Neither Delaware law nor the Declaration of Trust confers upon shareholders rights of appraisal or dissenters' rights. AMENDMENTS TO ORGANIZATION DOCUMENTS Consistent with Maryland law, Company reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation in the manner prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in the Articles of Incorporation, of any outstanding stock, and all rights conferred on shareholders are granted subject to this reservation. The Board of Directors of Company may approve amendments to the Articles of Incorporation to classify or reclassify unissued shares of a class of stock without shareholder approval. Other amendments to the Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter. The directors have the power to alter, amend or repeal the bylaws of Company or adopt new bylaws at any time. Consistent with Delaware law, the Board of Trustees may, without shareholder approval, amend the Declaration of Trust at any time, except to eliminate any voting rights pertaining to the shares of the AIM Trust, without approval of the majority of the shares of the AIM Trust. The trustees have the power to alter, amend or repeal the bylaws of the AIM Trust or adopt new bylaws at any time. 36 CAPITALIZATION The following table sets forth, as of June 30, 2003, (i) the capitalization of each class of shares of each Fund, (ii) the capitalization of each class of shares of Buying Fund, and (iii) the pro forma capitalization of each class of shares of Buying Fund as adjusted to give effect to the transactions contemplated by the Agreements.

VOTING RIGHTS OF SHAREHOLDERS. Shareholders of a Maryland corporation such as Company are entitled to vote on, among other things, those matters which effect fundamental changes in the corporate structure (such as a merger, consolidation or sale of substantially all of the assets of the corporation) as provided by Maryland law. 14 The Declaration of Trust grants shareholders power to vote only with respect to the following: (i) election of trustees, provided that a meeting of shareholders has been called for that purpose; (ii) removal of trustees, provided that a meeting of shareholders has been called for that purpose; (iii) termination of the AIM Trust Buyer or a series or class of its shares of beneficial interest, provided that a meeting of shareholders has been called for that purpose; (iv) sale of all or substantially all of the assets of the AIM Trust Buyer or one of its investment portfolios; (v) merger or consolidation of the AIM Trust Buyer or any of its investment portfolios, with certain exceptions; (vi) approval of any amendments to shareholders' voting rights under the Declaration of Trust, ; and (vii) approval of such additional matters as may be required by law or as the trustees, in their sole discretion, shall determine. Generally speaking, and for practical purposes, the impact of the change to Delaware law from Maryland law on shareholder voting rights will be lessened because the 1940 Act requires that shareholders vote on certain fundamental matters. DISSENTERS' RIGHTS Under Maryland law, shareholders may not demand the fair value of their shares from the successor company in a transaction involving the transfer of the corporation's assets and are, therefore, bound by the terms of the transaction if the stock is that of an open-end investment company registered with the SEC under the 1940 Act and the value placed on the stock in the transaction is its net asset value. Neither Delaware law nor the Declaration of Trust confers upon shareholders rights of appraisal or dissenters' rights. AMENDMENTS TO ORGANIZATION DOCUMENTS Consistent with Maryland law, Company reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation in the manner prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in the Articles of Incorporation, of any outstanding stock, and all rights conferred on shareholders are granted subject to this reservation. The Board of Directors of Company may approve amendments to the Articles of Incorporation to classify or reclassify unissued shares of a class of stock without shareholder approval. Other amendments to the Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter. The directors shall have the power to alter, amend or repeal the bylaws of Company or adopt new bylaws at any time. Consistent with Delaware law, the Board of Trustees of Buyer may, without shareholder approval, amend the Declaration of Trust at any time, except to eliminate any voting rights pertaining to the shares of the AIM TrustBuyer, without approval of the majority of the shares of the AIM TrustBuyer. The trustees shall have the power to alter, amend or repeal the bylaws of the AIM Trust Buyer or adopt new bylaws at any time. 36 15 CAPITALIZATION The following table sets forth, as of June 30March 31, 2003, (i) the capitalization of each class of shares of each your Fund, (ii) the capitalization of each class of shares of Buying Fund, and (iii) the pro forma capitalization of each class of shares of Buying Fund as adjusted to give effect to the transactions contemplated by the AgreementsAgreement.

VOTING RIGHTS OF SHAREHOLDERS. Shareholders of a Maryland corporation such as Company STIC are entitled to vote on, among other things, those matters which effect fundamental changes in the corporate structure (such as a merger, consolidation or sale of substantially all of the assets of the corporation) as provided by Maryland law. The STIT Declaration of Trust grants shareholders power to vote only with respect to the following: (i) election of trustees, provided that a meeting of shareholders has been called for that purpose; (ii) removal of trustees, provided that a meeting of shareholders has been called for that purpose; (iii) termination of the AIM Trust STIT or a series or class of its shares of beneficial interest, provided that a meeting of shareholders has been called for that purpose; (iv) sale of all or substantially all of the assets of the AIM Trust STIT or one of its investment portfolios; (v) merger or consolidation of the AIM Trust STIT or any of its investment portfolios, with certain exceptions; (vi) approval of any amendments to shareholders' voting rights under the Declaration of Trust, STIT Declaration; and (vii) approval of such additional matters as may be required by law or as the trustees, in their sole discretion, shall determine. Generally speaking, and for practical purposes, the impact of the change to Delaware law from Maryland law on shareholder voting rights will be lessened because the 1940 Act requires that shareholders vote on certain fundamental matters. DISSENTERSDissenters' RIGHTS Rights Under Maryland law, shareholders may not demand the fair value of their shares from the successor company in a transaction involving the transfer of the corporation's assets and are, therefore, bound by the terms of the transaction if the stock is that of an open-end investment company registered with the SEC under the 1940 Act and the value placed on the stock in the transaction is its net asset value. Neither Delaware law nor the STIT Declaration of Trust confers confer upon shareholders rights of appraisal or dissenters' rights. AMENDMENTS TO ORGANIZATION DOCUMENTS Consistent with Maryland law, Company reserves Amendments to Organization Documents STIC has the right to amend, alter, change or repeal any provision contained in the STIC Articles of Incorporation in the manner prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in the STIC Articles of Incorporation, of any outstanding stock, and all rights conferred on shareholders are granted subject to this reservation. The STIC Board of Directors of Company may approve amendments to the STIC Articles of Incorporation to classify or reclassify unissued shares of a class of stock without shareholder approval. Other amendments to the STIC Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter. The directors have the power to alter, amend or repeal the bylaws of Company STIC Bylaws or adopt new bylaws at any time. 24 Consistent with Delaware law, the STIT Board of Trustees may, without shareholder approval, amend the STIT Declaration of Trust at any time, except to eliminate any voting rights pertaining to the shares of the AIM TrustSTIT, without approval of the majority of the shares of the AIM TrustSTIT. The trustees have the power to alter, amend or repeal the bylaws of the AIM Trust STIT Bylaws or adopt new bylaws at any time. 36 CAPITALIZATION The following table sets forth, as foregoing is only a summary of June 30, 2003, (i) certain differences between and among the capitalization STIC Articles of each class of shares of each Fund, (ii) Incorporation and the capitalization of each class of shares of Buying FundSTIC Bylaws and Maryland law, and (iii) the pro forma capitalization STIT Declaration and STIT Bylaws and Delaware law. It is not a complete list of each class of shares of Buying Fund as adjusted to give effect the differences. Shareholders should refer to the transactions contemplated by provisions of the Agreementsgoverning documents of STIC and STIT and state law directly for a more thorough comparison. Copies of the STIC Articles of Incorporation and STIC Bylaws and of the STIT Declaration and STIT Bylaws are available to shareholders without charge upon written request to STIC. THE BOARD'S RECOMMENDATION ON PROPOSAL 2 Your Board, including the independent directors, unanimously recommends that you vote "FOR" this Proposal. PROPOSAL 3 -- APPROVAL OF THE TFIC PLAN TO REDOMESTICATE TAX-FREE INVESTMENTS CO. AS A DELAWARE STATUTORY TRUST WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 3? Proposal 3 applies only to the shareholders of Cash Reserve Portfolio.

VOTING RIGHTS OF SHAREHOLDERS. Shareholders of a Maryland corporation such as Company are entitled to vote on, among other things, those matters which effect fundamental changes in the corporate structure (such as a merger, consolidation or sale of substantially all of the assets of the corporation) as provided by Maryland law. The Declaration of Trust grants shareholders power to vote only with respect to the following: (i) election of trustees, provided that a meeting of shareholders has been called for that purpose; (ii) removal of trustees, provided that a meeting of shareholders has been called for that purpose; (iii) termination of the AIM Trust Buyer or a series or class of its shares of beneficial interest, provided that a meeting of shareholders has been called for that purpose; (iv) sale of all or substantially all of the assets of the AIM Trust Buyer or one of its investment portfolios; (v) merger or consolidation of the AIM Trust Buyer or any of its investment portfolios, with certain exceptions; (vi) approval of any amendments to shareholders' voting rights under the Declaration of Trust, ; and (vii) approval of such additional matters as may be required by law or as the trustees, in their sole discretion, shall determine. Generally speaking, and for practical purposes, the impact of the change to Delaware law from Maryland law on shareholder voting rights will be lessened minimized because the 1940 Act requires that shareholders vote on certain fundamental matters. DISSENTERS' RIGHTS Under Maryland law, shareholders may not demand the fair value of their shares from the successor company in a transaction involving the transfer of the corporation's assets and are, therefore, bound by the terms of the transaction if the stock is that of an open-end investment company registered with the SEC under the 1940 Act and the value placed on the stock in the transaction is its net asset value. Neither Delaware law nor the Declaration of Trust confers upon shareholders rights of appraisal or dissenters' rights. AMENDMENTS TO ORGANIZATION DOCUMENTS Consistent with Maryland law, Company reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation in the manner prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in the Articles of Incorporation, of any outstanding stock, and all rights conferred on shareholders are granted subject to this reservation. The Board of Directors of Company may approve amendments to the Articles of Incorporation to classify or reclassify unissued shares of a class of stock without shareholder approval. Other amendments to the Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter. The directors have the power to alter, amend or repeal the bylaws of Company or adopt new bylaws at any time. Consistent with Delaware law, the Board of Trustees of Buyer may, without shareholder approval, amend the Declaration of Trust at any time, except to eliminate any voting rights pertaining to the shares of the AIM TrustBuyer, without approval of the majority of the shares of the AIM TrustBuyer. The trustees have the power to alter, amend or repeal the bylaws of the AIM Trust Buyer or adopt new bylaws at any time. 36 18 CAPITALIZATION The following table sets forth, as of June 30, 2003, (i) the capitalization of each class of shares of each your Fund, (ii) the capitalization of each class of shares of Buying Fund, and (iii) the pro forma capitalization of each class of shares of Buying Fund as adjusted to give effect to the transactions contemplated by the AgreementsAgreement.

VOTING RIGHTS OF SHAREHOLDERS. Shareholders of a Maryland corporation such as Company are entitled to vote on, among other things, those matters which effect fundamental changes in the corporate structure (such as a merger, consolidation or sale of substantially all of the assets of the corporation) as provided by Maryland law. The Declaration of Trust grants shareholders power to vote only with respect to the following: (i) election of trustees, provided that a meeting of shareholders has been called for that purpose; (ii) removal of trustees, provided that a meeting of shareholders has been called for that purpose; (iii) termination of the AIM Trust Buyer or a series or class of its shares of beneficial interest, provided that a meeting of shareholders has been called for that purpose; (iv) sale of all or substantially all of the assets of the AIM Trust Buyer or one of its investment portfolios; (v) merger or consolidation of the AIM Trust Buyer or any of its investment portfolios, with certain exceptions; (vi) approval of any amendments to shareholders' voting rights under the Declaration of Trust, ; and (vii) approval of such additional matters as may be required by law or as the trustees, in their sole discretion, shall determine. Generally speaking, and for practical purposes, the impact of the change to Delaware law from Maryland law on shareholder voting rights will be lessened minimized because the 1940 Act requires that shareholders vote on certain fundamental matters. DISSENTERS' RIGHTS Under Maryland law, shareholders may not demand the fair value of their shares from the successor company in a transaction involving the transfer of the corporation's assets and are, therefore, bound by the terms of the transaction if the stock is that of an open-end investment company registered with the SEC under the 1940 Act and the value placed on the stock in the transaction is its net asset value. Neither Delaware law nor the Declaration of Trust confers upon shareholders rights of appraisal or dissenters' rights. AMENDMENTS TO ORGANIZATION DOCUMENTS Consistent with Maryland law, Company reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation in the manner prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in the Articles of Incorporation, of any outstanding stock, and all rights conferred on shareholders are granted subject to this reservation. The Board of Directors of Company may approve amendments to the Articles of Incorporation to classify or reclassify unissued shares of a class of stock without shareholder approval. Other amendments to the Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter. The directors have the power to alter, amend or repeal the bylaws of Company or adopt new bylaws at any time. Consistent with Delaware law, the Board of Trustees of Buyer may, without shareholder approval, amend the Declaration of Trust at any time, except to eliminate any voting rights pertaining to the shares of the AIM TrustBuyer, without approval of the majority of the shares of the AIM TrustBuyer. The trustees have the power to alter, amend or repeal the bylaws of the AIM Trust Buyer or adopt new bylaws at any time. 36 CAPITALIZATION The following table sets forth, as of June 30, 2003, (i) the capitalization of each class of shares of each your Fund, (ii) the capitalization of each class of shares of Buying Fund, and (iii) the pro forma capitalization of each class of shares of Buying Fund as adjusted to give effect to the transactions contemplated by the AgreementsAgreement.

VOTING RIGHTS OF SHAREHOLDERS. Shareholders of a Maryland corporation such as Company Buyer are entitled to vote on, among other things, those matters which effect fundamental changes in the corporate structure (such as a merger, consolidation or sale of substantially all of the assets of the corporation) as provided by Maryland law. The Declaration of Trust grants shareholders power to vote only with respect to the following: (i) election of trustees, provided that a meeting of shareholders has been called for that purpose; (ii) removal of trustees, provided that a meeting of shareholders has been called for that purpose; (iii) termination of the AIM Trust or a series or class of its shares of beneficial interest, provided that a meeting of shareholders has been called for that purpose; (iv) sale of all or substantially all of the assets of the AIM Trust or one of its investment portfolios; (v) merger or consolidation of the AIM Trust or any of its investment portfolios, with certain exceptions; (vi) approval of any amendments to shareholders' voting rights under the Declaration of Trust, ; and (vii) approval of such additional matters as may be required by law or as the trustees, in their sole discretion, shall determine. Generally speaking, and for practical purposes, the impact of the change to Delaware law from Maryland law on shareholder voting rights will be lessened minimized because the 1940 Act requires that shareholders vote on certain fundamental matters. DISSENTERS' RIGHTS Under Maryland law, shareholders may not demand the fair value of their shares from the successor company in a transaction involving the transfer of the corporation's assets and are, therefore, bound by the terms of the transaction if the stock is that of an open-end investment company registered with the SEC under the 1940 Act and the value placed on the stock in the transaction is its net asset value. Neither Delaware law nor the Declaration of Trust confers upon shareholders rights of appraisal or dissenters' rights. AMENDMENTS TO ORGANIZATION DOCUMENTS Consistent with Maryland law, Company Buyer reserves the right to amend, alter, change or repeal any provision provxxxxx contained in the Articles of Incorporation in the manner prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in the Articles of Incorporation, of any outstanding stock, and all rights conferred on shareholders are granted subject to this reservation. The Board of Directors of Company Buyer may approve amendments to the Articles of Incorporation to classify or reclassify unissued shares of a class of stock without shareholder approval. Other amendments to the Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter. The directors have the power to alter, amend or repeal the bylaws of Company Buyer or adopt new bylaws at any time. Consistent with Delaware law, the Board of Trustees of Trust may, without shareholder approval, amend the Declaration of Trust at any time, except to eliminate any voting rights pertaining to the shares of the AIM Trust, without approval of the majority of the shares of the AIM Trust. The trustees have the power to alter, amend or repeal the bylaws of the AIM Trust or adopt new bylaws at any time. 36 CAPITALIZATION The following table sets forth, as of June 30, 2003, (i) the capitalization of each class of shares of each your Fund, (ii) the capitalization of each class of shares of Buying Fund, and (iii) the pro forma capitalization of each class of shares of Buying Fund as adjusted to give effect to the transactions contemplated by the AgreementsAgreement.

VOTING RIGHTS OF SHAREHOLDERS. Shareholders of a Maryland corporation such as Company TFIC are entitled to vote on, among other things, those matters which effect fundamental changes in the corporate structure (such as a merger, consolidation or sale of substantially all of the assets of the corporation) as provided by Maryland law. The TFIT Declaration of Trust grants shareholders power to vote only with respect to the following: (i) election of trustees, provided that a meeting of shareholders has been called for that purpose; (ii) removal of trustees, provided that a meeting of shareholders has been called for that purpose; (iii) termination of the AIM Trust TFIT or a series or class of its shares of beneficial interest, provided that a meeting of shareholders has been called for that purpose; (iv) sale of all or substantially all of the assets of the AIM Trust TFIT or one of its investment portfolios; (v) merger or consolidation of the AIM Trust TFIT or any of its investment portfolios, with certain exceptions; (vi) approval of any amendments to shareholders' voting rights under the Declaration of Trust, TFIT Declaration; and (vii) approval of such additional matters as may be required by law or as the trustees, in their sole discretion, shall determine. Generally speaking, and for practical purposes, the impact of the change to Delaware law from Maryland law on shareholder voting rights will be lessened because the 1940 Act requires that shareholders vote on certain fundamental matters. DISSENTERSDissenters' RIGHTS Rights Under Maryland law, shareholders may not demand the fair value of their shares from the successor company in a transaction involving the transfer of the corporation's assets and are, therefore, bound by the terms of the transaction if the stock is that of an open-end investment company registered with the SEC under the 1940 Act and the value placed on the stock in the transaction is its net asset value. Neither Delaware law nor the TFIT Declaration of Trust confers confer upon shareholders rights of appraisal or dissenters' rights. AMENDMENTS TO ORGANIZATION DOCUMENTS Consistent with Maryland law, Company reserves Amendments to Organization Documents TFIC has the right to amend, alter, change or repeal any provision contained in the TFIC Articles of Incorporation in the manner prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in the TFIC Articles of Incorporation, of any outstanding stock, and all rights conferred on shareholders are granted subject to this reservation. The TFIC Board of Directors of Company may approve amendments to the TFIC Articles of Incorporation to classify or reclassify unissued shares of a class of stock without shareholder approval. Other amendments to the TFIC Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter. The directors have the power to alter, amend or repeal the bylaws of Company TFIC Bylaws or adopt new bylaws at any time. Consistent with Delaware law, the TFIT Board of Trustees may, without shareholder approval, amend the TFIT Declaration of Trust at any time, except to eliminate any voting rights pertaining to the shares of the AIM TrustTFIT, without approval of the majority of the shares of the AIM TrustTFIT. The trustees have the power to alter, amend or repeal the bylaws of the AIM Trust TFIT Bylaws or adopt new bylaws at any time. 36 CAPITALIZATION The following table sets forthforegoing is only a summary of certain differences between and among the TFIC Articles of Incorporation, the TFIC Bylaws and Maryland law, and the TFIT Declaration, TFIT Bylaws and Delaware law. It is not a complete list of the differences. Shareholders should refer to the provisions of the governing documents of TFIC and TFIT and state law directly for a more thorough comparison. Copies of the TFIC Articles of Incorporation and TFIC Bylaws and of the TFIT Declaration and TFIT Bylaws are available to shareholders without charge upon written request to TFIC. THE BOARD'S RECOMMENDATION ON PROPOSAL 3 Your Board, including the independent directors, unanimously recommends that you vote "FOR" this Proposal. INDEPENDENT PUBLIC ACCOUNTANTS The Audit Committee of the STIC Board has appointed Tait, Weller & Baker ("TWB") as such Company's independent public axxxxntxxxx xor xxx xiscal year ending August 31, 2003. The Audit Committee of the TFIC Board has appointed Ernst & Young LLP ("E&Y") as such Company's independent public accountants for the fiscal year ending March 31, 2004. Representatives of TWB and E&Y are expected to be available at the Special Meetings and to have the opportunity to make a statement and respond to appropriate questions from the shareholders. The Audit Committees of the STIC Board and the TFIC Board have considered whether the provision of the services below is compatible with maintaining the independence of TWB and E&Y, respectively. FEES PAID TO TWB RELATED TO SHORT-TERM INVESTMENTS CO. (FOR 2002 FISCAL YEAR) TWB billed Short-Term Investments Co. (consisting of three separate series portfolios) aggregate fees for professional services rendered for the 2002 fiscal year as follows: FINANCIAL INFORMATION SYSTEMS DESIGN AND ALL OTHER COMPANY AND FISCAL YEAR END AUDIT FEES IMPLEMENTATION FEES FEES TOTAL FEES --------------------------- ---------- ------------------- --------- ---------- Short-Term Investments Co. (8/31/02)..................... $36,000 $0 $0 $36,000 FEES PAID TO TWB NOT RELATED TO SHORT-TERM INVESTMENTS CO. (FOR 2002 FISCAL YEAR) TWB billed AIM aggregate fees for professional services rendered for the 2002 fiscal year to AIM, or any affiliate that provided services to Short-Term Investments Co., as follows: Financial Information Systems Design and Implementation Fees...................................................... $ 0 All Other Fees.............................................. $ 0 --- Total Fees.................................................. $ 0 FEES PAID TO E&Y RELATED TO TAX-FREE INVESTMENTS CO. (FOR 2003 FISCAL YEAR) E&Y billed Tax-Free Investments Co. (consisting of June 30, 2003, (ione series portfolio) aggregate fees for professional services rendered for the capitalization of each class of shares of each Fund, (ii) the capitalization of each class of shares of Buying Fund, and (iii) the pro forma capitalization of each class of shares of Buying Fund 2003 fiscal year as adjusted to give effect to the transactions contemplated by the Agreements.follows:

VOTING RIGHTS OF SHAREHOLDERS. Shareholders of a Maryland corporation such as Company are entitled to vote on, among other things, those matters which effect fundamental changes in the corporate structure (such as a merger, consolidation or sale of substantially all of the assets of the corporation) as provided by Maryland law. The Declaration of Trust grants shareholders power to vote only with respect to the following: (i) election of trustees, provided that a meeting of shareholders has been called for that purpose; (ii) removal of trustees, provided that a meeting of shareholders has been called for that purpose; (iii) termination of the AIM Trust or a series or class of its shares of beneficial interest, provided that a meeting of shareholders has been called for that purpose; (iv) sale of all or substantially all of the assets of the AIM Trust or one of its investment portfolios; (v) merger or consolidation of the AIM Trust or any of its investment portfolios, with certain exceptions; (vi) approval of any amendments to shareholders' voting rights under the Declaration of Trust, ; and (vii) approval of such additional matters as may be required by law or as the trustees, in their sole discretion, shall determine. Generally speaking, and for practical purposes, the impact of the change to Delaware law from Maryland law on shareholder voting rights will be lessened minimized because the 1940 Act requires that shareholders vote on certain fundamental matters. DISSENTERS' RIGHTS Under Maryland law, shareholders may not demand the fair value of their shares from the successor company in a transaction involving the transfer of the corporation's assets and are, therefore, bound by the terms of the transaction if the stock is that of an open-end investment company registered with the SEC under the 1940 Act and the value placed on the stock in the transaction is its net asset value. Neither Delaware law nor the Declaration of Trust confers confer upon shareholders rights of appraisal or dissenters' rights. AMENDMENTS TO ORGANIZATION DOCUMENTS Consistent with Maryland law, Company reserves the right to amend, alter, change or repeal any provision contained in the its Articles of Incorporation in the manner prescribed by statute, including any amendment that alters the contract rights, as expressly set forth in the its Articles of Incorporation, of any outstanding stock, and all rights conferred on shareholders are granted subject to this reservation. The Board of Directors of Company may approve amendments to the its Articles of Incorporation to classify or reclassify unissued shares of a class of stock without shareholder approval. Other amendments to the Articles of Incorporation may be adopted if approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter. The directors shall have the power to alter, amend or repeal the bylaws of Company or adopt new bylaws at any time. Consistent with Delaware law, the Board of Trustees of the Trust may, without shareholder approval, amend the its Declaration of Trust at any time, except to eliminate any voting rights pertaining to the shares of the AIM Trust, without approval of the majority of the shares of the AIM Trust. The trustees shall have the power to alter, amend or repeal the bylaws of the AIM Trust or adopt new bylaws at any time. 36 CAPITALIZATION The following table sets forth, as foregoing discussion is only a summary of June 30, 2003, (i) certain differences between and among Company's Articles of Incorporation and Bylaws and Maryland law and the capitalization Trust's Amended and Restated Declaration of each class Trust and Amended and Restated Bylaws and Delaware law. It is not a complete list of shares of each Fund, (ii) the capitalization of each class of shares of Buying Fund, and (iii) the pro forma capitalization of each class of shares of Buying Fund as adjusted to give effect differences. Shareholders should refer to the transactions contemplated by provisions of the Agreementsgoverning documents of Company and the Trust and state law directly for a more thorough comparison. Copies of the Articles of Incorporation and Bylaws of Company and the Trust's Amended and Restated Declaration of Trust and Amended and Restated Bylaws are available to shareholders without charge upon written request to Company. THE BOARD'S RECOMMENDATION ON PROPOSAL 4 The Board, including the independent directors, unanimously recommends that you vote "FOR" this Proposal. PROPOSALS 5(a) AND 5(b) -- APPROVAL OF CHANGING THE INVESTMENT OBJECTIVES OF INVESCO VIF -- REAL ESTATE OPPORTUNITY FUND AND MAKING THE NEW INVESTMENT OBJECTIVE NON-FUNDAMENTAL WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSALS 5(a) AND 5(b)? Proposals 5(a) and 5(b) apply only to the shareholders of INVESCO VIF -- Real Estate Opportunity Fund.