As filed with the Securities and Exchange Commission on April 26, 2002

1933 Act Registration No. 2-27334
1940 Act Registration No. 811-1540

SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                       X
                                                                             ---


         Pre-Effective Amendment No.
                                     ---
         Post-Effective Amendment No.  89                                     X
                                      ----                                   ---

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940               X
                                                                             ---
         Amendment No.  89                                                    X
                       ----                                                  ---


                        (Check appropriate box or boxes.)

AIM FUNDS GROUP
(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

Robert H. Graham
11 Greenway Plaza, Suite 100, Houston, TX 77046
(Name and Address of Agent for Service)

Copy to:

John Lively, 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                     Philadelphia, Pennsylvania  19103-7599

Approximate Date of Proposed Public Offering: As soon as practicable after the
Amendment effective date of this

It is proposed that this filing will become effective (check appropriate box)

immediately upon filing pursuant to paragraph (b)

X on April 30, 2002, 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.

Title of Securities Being Registered: Shares of Beneficial Interest


AIM BALANCED FUND

AIM Balanced Fund seeks to achieve as high a total return as possible, consistent with preservation of capital.

AIM--Registered Trademark--

PROSPECTUS

MAY 1, 2002

                               This prospectus contains important
                               information about the Class A, B and C
                               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.

                               Investments in the fund:
                                  - are not FDIC insured;
                                  - may lose value; and
                                  - are not guaranteed by a bank.

[AIM LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
--Registered Trademark--                    --Registered Trademark--

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

AIM BALANCED 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                                    2

FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------

Fee Table                                            3

Expense Example                                      3

FUND MANAGEMENT                                      4
------------------------------------------------------

The Advisor                                          4

Advisor Compensation                                 4

Portfolio Managers                                   4

OTHER INFORMATION                                    4
------------------------------------------------------

Sales Charges                                        4

Dividends and Distributions                          4

FINANCIAL HIGHLIGHTS                                 5
------------------------------------------------------

SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------

Choosing a Share Class                             A-1

Purchasing Shares                                  A-3

Redeeming Shares                                   A-5

Exchanging Shares                                  A-7

Pricing of Shares                                  A-9

Taxes                                              A-9

OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investor, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE 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, myaim.com, The AIM College Savings Plan, AIM Solo 401(k) and AIM Lifetime America are service marks of A I M Management Group 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 BALANCED FUND

INVESTMENT OBJECTIVE AND STRATEGIES

The fund's investment objective is to achieve as high a total return as possible, consistent with preservation 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 in a broadly diversified portfolio of common stocks, preferred stocks, convertible securities and bonds. The fund normally invests a minimum of 30% and a maximum of 70% of its total assets in equity securities and a minimum of 30% and a maximum of 70% of its total assets in non-convertible debt securities. The fund may also invest up to 25% of its total assets in convertible securities. 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.

In selecting the percentages of assets to be invested in equity or debt securities, the portfolio managers consider such factors as general market and economic conditions, as well as trends, yields, interest rates and changes in fiscal and monetary policies. The portfolio managers will primarily purchase equity securities for growth of capital and debt securities for income purposes. However, the portfolio managers will focus on companies whose securities have the potential for both growth of capital and income generation. The portfolio managers consider whether to sell a particular security when they believe that security no longer has that potential.

In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the fund may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. 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 and that the income you may receive from the fund 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. Interest rate increases may cause the price of a debt security to decrease; the longer a debt security's duration, the more sensitive it is to this risk. The issuer of a security may default or otherwise be unable to honor a financial obligation.

The values of convertible securities in which the fund invests may also be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying stock into which these securities may be converted. Specifically, since these types of convertible securities pay fixed interest or dividends, their values may fall if interest rates rise. 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 of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

1


AIM BALANCED 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.

[GRAPH]

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURNS
-----------                                                              -------
1992...................................................................   9.64%
1993...................................................................  15.54%
1994...................................................................  -5.44%
1995...................................................................  34.97%
1996...................................................................  19.25%
1997...................................................................  24.41%
1998...................................................................  12.46%
1999...................................................................  19.04%
2000...................................................................  -4.21%
                                                                              -
2001...................................................................  11.33%%

The Class A shares' year-to-date total return as of March 31, 2002 was -1.39%.

During the periods shown in the bar chart, the highest quarterly return was 16.22% (quarter ended December 31, 1999) and the lowest quarterly return was -12.21% (quarter ended September 30, 2001).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index. The fund's performance reflects payment of sales loads.

AVERAGE ANNUAL TOTAL RETURNS
-----------------------------------------------------------------------------------------------------
(for the periods ended
DECEMBER 31, 2001)                        1 YEAR   5 YEARS   10 YEARS   INCEPTION(1)        DATE
-----------------------------------------------------------------------------------------------------
Class A                                                                                   03/31/78
  Return Before Taxes                     (15.54)%   6.14%    10.02%           --
  Return After Taxes on Distributions     (16.46)    4.81      8.70            --
  Return After Taxes on Distributions
     and Sale of Fund Shares              (9.47)     4.40      7.80            --
Class B                                                                                   10/18/93
  Return Before Taxes                     (16.32)    6.02        --          8.53%
Class C                                                                                   08/04/97
  Return Before Taxes                     (12.85)      --        --          3.31
-----------------------------------------------------------------------------------------------------
S&P 500(2) (reflects no deduction for
  fees, expenses, or taxes)               (11.88)   10.70     12.93            --               --
-----------------------------------------------------------------------------------------------------

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 and C will vary.

(1)Since Inception performance is only provided for a class with less than ten calendar years of performance.

(2) The Standard & Poor's 500 Index is an unmanaged index of common stocks frequently used as a general measure of U.S. stock market performance.

2


AIM BALANCED 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
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                  4.75%     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%
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                  CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Management Fees                                      0.51%      0.51%      0.51%

Distribution and/or
Service (12b-1) Fees                                 0.25       1.00       1.00

Other Expenses                                       0.25       0.25       0.25

Total Annual Fund Operating Expenses                 1.01       1.76       1.76
--------------------------------------------------------------------------------

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares within 18 months from the date of purchase, you may pay a 1% contingent deferred sales charge (CDSC) at the time of redemption.

(2) There is no guarantee that actual expenses will be the same as those shown in the table.

You may also be charged a transaction or other fee by the financial institution managing your account.

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 invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. To the extent fees are waived and/or expenses are reimbursed, your expenses will be lower. 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
--------------------------------------------------------------------------------
Class A                                     $573     $781     $1,006     $1,653
Class B                                      679      854      1,154      1,875
Class C                                      279      554        954      2,073
--------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $573     $781     $1,006     $1,653
Class B                                      179      554        954      1,875
Class C                                      179      554        954      2,073
--------------------------------------------------------------------------------

3


AIM BALANCED FUND

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor) 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 150 investment portfolios, including the fund, encompassing a broad range of investment objectives.

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2001, the advisor received compensation of 0.51% of average daily net assets.

PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual members of the team who are primarily responsible for the day-to-day management of the fund's portfolio are

- Robert G. Alley, Senior Portfolio Manager, who has been responsible for the fund since 1993 and has been associated with the advisor and/or its affiliates since 1992.

- Claude C. Cody IV, Senior Portfolio Manager, who has been responsible for the fund since 1993 and has been associated with the advisor and/or its affiliates since 1992.

- Jan H. Friedli, Senior Portfolio Manager, who has been responsible for the fund since 1999 and has been associated with the advisor and/or its affiliates since 1999. From 1997 to 1999, he was global fixed-income portfolio manager for Nicholas-Applegate Capital Management. From 1994 to 1997, he was international fixed-income trader and analyst for Strong Capital Management.

- Craig A. Smith, Senior Portfolio Manager, who has been responsible for the fund since 1996 and has been associated with the advisor and/or its affiliates since 1989.

- Meggan M. Walsh, Senior Portfolio Manager, who has been responsible for the fund since 1998 and has been associated with the advisor and/or its affiliates since 1991.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Balanced Fund are subject to the maximum 4.75% initial sales charge as listed under the heading "CATEGORY II Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class" section of this prospectus. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges 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.

4


AIM BALANCED 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 2001 and 2000 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 for the prior fiscal years or periods was audited by other public accountants.

                                                                                     CLASS A
                                                         ----------------------------------------------------------------
                                                                             YEAR ENDED DECEMBER 31,
                                                         ----------------------------------------------------------------
                                                          2001(a)       2000(a)       1999(a)       1998(a)        1997
                                                         ----------    ----------    ----------    ----------    --------
Net asset value, beginning of period                     $    30.10    $    32.69    $    28.23    $    25.78    $  21.84
-------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                        0.71(b)       0.92          0.82          0.71        0.60
-------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                               (4.14)        (2.23)         4.46          2.45        4.66
=========================================================================================================================
    Total from investment operations                          (3.43)        (1.31)         5.28          3.16        5.26
=========================================================================================================================
Less distributions:
  Dividends from net investment income                        (0.73)        (0.79)        (0.82)        (0.65)      (0.55)
=========================================================================================================================
  Distributions from net realized gains                          --         (0.49)           --         (0.06)      (0.77)
=========================================================================================================================
    Total distributions                                       (0.73)        (1.28)        (0.82)        (0.71)      (1.32)
=========================================================================================================================
Net asset value, end of period                           $    25.94    $    30.10    $    32.69    $    28.23    $  25.78
_________________________________________________________________________________________________________________________
=========================================================================================================================
Total return(c)                                              (11.36)%       (4.18)%       19.04%        12.46%      24.41%
_________________________________________________________________________________________________________________________
=========================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                 $2,284,776    $2,507,641    $1,800,350    $1,318,230    $683,633
_________________________________________________________________________________________________________________________
=========================================================================================================================
Ratio of expenses to average net assets                        1.01%(d)       0.96%        0.94%         0.95%       0.98%
=========================================================================================================================
Ratio of net investment income to average net assets           2.60%(b)(d)       2.80       2.81%        2.81%       2.48%
_________________________________________________________________________________________________________________________
=========================================================================================================================
Portfolio turnover rate                                          73%           55%           65%           43%         66%
_________________________________________________________________________________________________________________________
=========================================================================================================================

(a) Calculated using average shares outstanding.

(b)As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been $0.73 and the ratio of net investment income to average net assets would have been 2.67%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.

(c) Does not include sales charges.

(d) Ratios are based on average daily net assets of $2,441,471,059.

5


AIM BALANCED FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                         CLASS B
                                                              --------------------------------------------------------------
                                                                                 YEAR ENDED DECEMBER 31,
                                                              --------------------------------------------------------------
                                                               2001(a)       2000(a)       1999(a)      1998(a)       1997
                                                              ----------    ----------    ----------    --------    --------
Net asset value, beginning of period                          $    30.01    $    32.61    $    28.18    $  25.75    $  21.83
----------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                             0.50(b)       0.66          0.58        0.42        0.38
----------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                    (4.11)        (2.23)         4.45        2.51        4.68
============================================================================================================================
    Total from investment operations                               (3.61)        (1.57)         5.03        2.93        5.06
============================================================================================================================
Less distributions:
  Dividends from net investment income                             (0.52)        (0.54)        (0.60)      (0.44)      (0.37)
----------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                               --         (0.49)           --       (0.06)      (0.77)
============================================================================================================================
    Total distributions                                            (0.52)        (1.03)        (0.60)      (0.50)      (1.14)
============================================================================================================================
Net asset value, end of period                                $    25.88    $    30.01    $    32.61    $  28.18    $  25.75
____________________________________________________________________________________________________________________________
============================================================================================================================
Total return(c)                                                   (12.01)%       (4.93)%       18.08%      11.53%      23.42%
____________________________________________________________________________________________________________________________
============================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $1,176,679    $1,358,823    $1,183,215    $894,165    $486,506
____________________________________________________________________________________________________________________________
============================================================================================================================
Ratio of expenses to average net assets                             1.76%(d)       1.73%        1.75%       1.76%       1.79%
============================================================================================================================
Ratio of net investment income to average net assets                1.86%(b)(d)       2.03%       2.00%     2.00%       1.67%
____________________________________________________________________________________________________________________________
============================================================================================================================
Portfolio turnover rate                                               73%           55%           65%         43%         66%
____________________________________________________________________________________________________________________________
============================================================================================================================

(a) Calculated using average shares outstanding.

(b)As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been $0.52 and the ratio of net investment income to average net assets would have been 1.93%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.

(c) Does not include contingent deferred sales charges.

(d) Ratios are based on average daily net assets of $1,259,747,718.

                                                                                          CLASS C
                                                              ----------------------------------------------------------------
                                                                                                               AUGUST 4,
                                                                                                              (DATE SALES
                                                                                                              COMMENCED)
                                                                        YEAR ENDED DECEMBER 31,                 THROUGH
                                                              --------------------------------------------    DECEMBER 31,
                                                              2001(a)     2000(a)     1999(a)     1998(a)        1997
                                                              --------    --------    --------    --------    ----------------
Net asset value, beginning of period                          $  30.05    $  32.65    $  28.21    $  25.76         $25.55
------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                           0.50(b)     0.66        0.58        0.42           0.16
------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                  (4.11)      (2.23)       4.46        2.53           1.01
==============================================================================================================================
    Total from investment operations                             (3.61)      (1.57)       5.04        2.95           1.17
==============================================================================================================================
Less distributions:
  Dividends from net investment income                           (0.52)      (0.54)      (0.60)      (0.44)         (0.19)
------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                             --       (0.49)         --       (0.06)         (0.77)
==============================================================================================================================
    Total distributions                                          (0.52)      (1.03)      (0.60)      (0.50)         (0.96)
==============================================================================================================================
Net asset value, end of period                                $  25.92    $  30.05    $  32.65    $  28.21         $25.76
______________________________________________________________________________________________________________________________
==============================================================================================================================
Total return(c)                                                 (11.99)%     (4.93)%     18.09%      11.60%          4.67%
______________________________________________________________________________________________________________________________
==============================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $483,644    $365,510    $200,585    $114,163         $9,394
______________________________________________________________________________________________________________________________
==============================================================================================================================
Ratio of expenses to average net assets                           1.76%(d)     1.73%      1.75%       1.73%          1.78%(e)
------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets              1.85%(b)(d)     2.03%     2.00%     2.03%          1.68%(e)
______________________________________________________________________________________________________________________________
==============================================================================================================================
Portfolio turnover rate                                             73%         55%         65%         43%            66%
______________________________________________________________________________________________________________________________
==============================================================================================================================

(a) Calculated using average shares outstanding.

(b)As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been $0.52 and the ratio of net investment income to average net assets would have been 1.92%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.

(c) Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(d) Ratios are based on average daily net assets of $402,076,552.

(e) Annualized.

6


THE AIM FUNDS

SHAREHOLDER INFORMATION

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to many other mutual funds (the AIM Funds). The following information is about all the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. When choosing a share class, you should consider the factors below:

CLASS A                              CLASS B                              CLASS C
---------------------------------------------------------------------------------------------------------
- Initial sales charge               - No initial sales charge            - No initial sales charge

- Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain                   charge on redemptions within six     charge on redemptions within
  purchases(1,2)                       years                                one year(2)

- Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares at      - Does not convert to Class A
                                       the end of the month which is        shares
                                       eight years after the date on
                                       which shares were purchased
                                       along with a pro rata portion
                                       of its reinvested dividends and
                                       distributions(3)

- Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors

(1) A contingent deferred sales charge may apply in some cases.
(2) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.
(3) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares.

AIM Global Trends Fund: If you held Class B shares on May 29, 1998 and continue to hold them, those shares will convert to Class A shares of that fund at the end of the month which is seven years after the date on which shares were purchased. If you exchange those shares for Class B shares of another AIM Fund, the shares into which you exchanged will not convert to Class A shares until the end of the month which is eight years after the date on which you purchased your original shares.


DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc. (the distributor) 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 AIM 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 AIM Funds and classes of those Funds are detailed below. 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 AIM Funds are grouped into three categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular AIM Fund is classified.

CATEGORY I INITIAL SALES CHARGES
-------------------------------------------------------------
                                          Investor's
                                         Sales Charge
                                 ----------------------------
AMOUNT OF INVESTMENT               As a % of       As a % of
IN SINGLE TRANSACTION(1)         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
-------------------------------------------------------------

(1) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.

A-1 MCF--1/02



THE AIM FUNDS

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

SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund.

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 and II 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 contingent deferred sales charge (CDSC) of 1%.

You can also make a Large Purchase of Class A shares of Category III Funds at net asset value. If your purchase occurs on or after November 15, 2001, the shares will be subject to a 0.25% CDSC if you redeem them prior to 12 months after the date of purchase.

If you currently own Class A shares of a Category I, II or III 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 a CDSC (an 18-month, 1.0% CDSC for Category I and II Fund shares, and a 12-month, 0.25% CDSC for Category III Fund shares.) The CDSC for Category III Fund shares will not apply to additional purchases made prior to November 15, 2001.

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.

The distributor may pay a dealer concession and/or a service fee for Large Purchases.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES

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

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 have redeemed 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 consultant must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment.

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.

Rights of Accumulation

You may combine your new purchases of Class A shares with shares currently owned (Class A, B or C) 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 current value of all other shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of AIM 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.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

MCF--1/02 A-2



THE AIM FUNDS

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain AIM Funds;

- when using the reinstatement privileges; and

- when a merger, consolidation, or acquisition of assets of an AIM 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 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. Consult the fund's Statement of Additional Information for details.

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
----------------------------------------------------------------------------------------------------------------
Savings Plans (money-purchase/profit sharing     $  0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)

Automatic Investment Plans                        50                                                  25

IRA, Education IRA or Roth IRA                   250                                                  50

All other accounts                               500                                                  50
----------------------------------------------------------------------------------------------------------------

The minimum initial investment for AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund (the Special Opportunities Funds) accounts is $10,000. The minimum subsequent investment is $1,000. The maximum amount for a single purchase order of AIM Small Cap Opportunities Fund is $250,000.

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.

PURCHASE OPTIONS
----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and check to the transfer agent,       slip from your confirmation
                                A I M Fund Services, Inc.,             statement to the transfer agent.
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

A-3 MCF--1/02



THE AIM FUNDS

                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
By AIM Bank Connection(SM)      Open your account using one of the     Select the AIM Bank Connection
                                methods 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.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
----------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing the AIM Fund 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 $25 ($1,000 for any of the Special Opportunities Funds). You may stop the Automatic Investment 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 AIM Fund account to one or more other AIM 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 10th or 25th day of the month, whichever you specify, in the amount you specify. The minimum amount you can exchange to a Special Opportunities Fund is $1,000. The minimum amount you can exchange to another AIM Fund is $25.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any AIM Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same AIM Fund. You may invest your dividends and distributions (1) into another AIM Fund in the same class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM Money Market Fund, or vice versa.

You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at least $5,000; or (b) in the AIM Fund receiving the dividend must be at least $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into another AIM Fund.

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 AIM Fund holdings should be rebalanced, on a percentage basis, between two and ten of your AIM Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your AIM Funds for shares of the same class of one or more other AIM Funds in your portfolio. 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.

RETIREMENT PLANS

Shares of most of the AIM 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 AIM sponsored retirement plans, which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans, SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. The plan custodian of the AIM sponsored retirement plan assesses an annual maintenance fee of $10. Contact your financial consultant for details.

MCF--1/02 A-4



THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC).

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE PRIOR TO NOVEMBER 15,
2001.

If you purchased $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund at net asset value prior to November 15, 2001, or entered into a Letter of Intent prior to November 15, 2001 to purchase $1,000,000 or more of Class A shares of a Category I, II or III Fund at net asset value, your shares may be subject to a contingent deferred sales charge (CDSC) upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - No CDSC
  shares of     Category III Fund
  Category    - Class A shares of
  III Fund      AIM Tax-Exempt Cash
                Fund
              - AIM Cash Reserve
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE ON AND AFTER NOVEMBER 15,
2001

If you purchase $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund on and after November 15, 2001, or if you make additional purchases of Class A shares or AIM Cash Reserve Shares on and after November 15, 2001 at net asset value, your shares may be subject to a CDSC upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category      Fund                    months of initial
  III Fund                              purchase of
                                        Category III Fund
                                        shares

- Class A     - Class A shares of     - 0.25% if shares are
  shares of     Category III Fund       redeemed within 12
  Category    - Class A shares of       months of initial
  III Fund      AIM Tax-Exempt Cash     purchase of
                Fund                    Category III Fund
              - AIM Cash Reserve        shares
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS B SHARES ACQUIRED BY

EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM Floating Rate Fund, the early withdrawal charge applicable to shares of AIM Floating Rate Fund will be applied instead of the CDSC normally applicable to Class B shares.

HOW TO REDEEM SHARES

Through a Financial           Contact your financial consultant.
  Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM 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.

A-5 MCF--1/02



THE AIM FUNDS

By Telephone                  Call the transfer agent. 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 accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. 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.
                              You may, with limited exceptions, redeem from an IRA account
                              by telephone. Redemptions from other types of retirement
                              accounts must be requested in writing.

By AIM Internet Connect       Place your redemption request at www.aimfunds.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
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. 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.
------------------------------------------------------------------------------------------

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.

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 and 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 and are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

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 Withdrawal 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 and AIM Cash Reserve Shares of AIM Money Market Fund only)

You may redeem shares of these AIM 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.

MCF--1/02 A-6



THE AIM FUNDS

REINSTATEMENT PRIVILEGES

You may, within 120 days after you sell shares (except Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), reinvest all or part of your redemption proceeds in Class A shares of any AIM Fund at net asset value in an identically registered account.
You may, within 120 days after you sell Class A shares of a Category III Fund, reinvest all or part of your redemption proceeds in Class A shares of that same Category III Fund at net asset value in an identically registered account.
The reinvestment amount must meet the subsequent investment minimum as indicated in the section "Purchasing Shares".
If you paid a contingent deferred sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC if you later redeem that amount.

You must notify the transfer agent in writing at the time you reinstate that you are exercising your reinstatement privilege.

REDEMPTIONS BY THE AIM FUNDS

If your account 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 for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the AIM 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 or by utilizing the Automatic Investment Plan.
If an AIM Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, the AIM 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 AIM Fund for those of another AIM Fund. Before requesting an exchange, review the prospectus of the AIM 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.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the same class of another AIM Fund. You may also exchange Class A shares of an AIM Fund for AIM Cash Reserve Shares of AIM Money Market Fund. 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 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

(a) one another;

(b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or

(c) Class A shares of another AIM 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) one another;

(b) Class A shares of an AIM Fund subject to an initial sales charge (except for 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

(c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, but only if you acquired the original shares by exchange from Class A shares subject to an initial sales charge.

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, and Class C shares for other Class C shares; or

(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class C shares.

A-7 MCF--1/02



THE AIM FUNDS

EXCHANGES NOT PERMITTED

Certain classes of shares are not covered by the exchange privilege.

For shares purchased prior to November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of Category III Funds purchased at net asset value for Class A shares of a Category I or II Fund;

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund;

- 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 I or II Funds that are subject to a CDSC; or

- 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 Funds that are subject to a CDSC.

For shares purchased on or after November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other AIM Fund that are subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund or for Class A shares of any AIM Fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II 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 or II Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- You must meet the minimum purchase requirements for the AIM Fund into which you are exchanging;

- Shares of the AIM 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;

- If you have physical share certificates, you must return them to the transfer agent prior to the exchange; and

- You are limited to a maximum of 10 exchanges per calendar year, because excessive short-term trading or market-timing activity can hurt fund performance. If you exceed that limit, or if an AIM Fund or the distributor determines, in its sole discretion, that your short-term trading is excessive or that you are engaging in market-timing activity, it may reject any additional exchange orders. An exchange is the movement out of (redemption) one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM 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. There is no fee for exchanges. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM Funds or the distributor may modify or discontinue this privilege at any time.

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 AIM 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 (1) you do not hold physical share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

MCF--1/02 A-8



THE AIM FUNDS

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time you held the original shares will be added to the holding period of the Class B or Class C 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 B shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.


EACH AIM 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 AIM FUND;

- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

- WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The AIM Funds value portfolio securities for which market quotations are readily available at market value. The AIM Funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund and AIM Tax-Exempt Cash Fund value all of 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.
The AIM Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the NYSE, events occur that materially affect the value of the security, the AIM Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board of Directors or Trustees of the AIM Fund. The effect of using fair value pricing is that an AIM Fund's net asset value will be subject to the judgment of the Board of Directors or Trustees or its designee instead of being determined by the market. Because some of the AIM Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the AIM Funds do not price their shares, the value of those funds' assets may change on days when you will not be able to purchase or redeem fund shares.

Each AIM 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 any 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.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The AIM Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. An AIM 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. Different tax rates may apply to ordinary income and long-term capital gain distributions, regardless of how long you have held your shares. Every year, you will be sent information showing the amount of dividends and distributions you received from each AIM Fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of AIM Fund shares will be subject to federal income tax. Exchanges of shares for shares of another AIM 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 AIM Fund shares may differ materially from the federal income tax consequences described above. You should consult your tax advisor before investing.

A-9 MCF--1/02



AIM BALANCED FUND

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 this 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.

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:                  A I M Fund Services, Inc.
                          P.O. Box 4739
                          Houston, TX 77210-4739

BY TELEPHONE:             (800) 347-4246

ON THE INTERNET:          You can send us a request
                          by e-mail or download
                          prospectuses, annual or
                          semiannual reports via
                          our website:
                          http://www.aimfunds.com

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

You also can review and obtain copies of the fund's SAI, reports 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 duplication 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 Balanced Fund
 SEC 1940 Act file number: 811-1540
--------------------------------------

[AIM LOGO APPEARS HERE]    www.aimfunds.com   BAL-PRO-1   INVEST WITH DISCIPLINE
--Registered Trademark--                                --Registered Trademark--


AIM BASIC BALANCED FUND

AIM Basic Balanced Fund seeks to achieve long-term growth of capital and current income.

AIM--Registered Trademark--

PROSPECTUS

MAY 1, 2002

                               This prospectus contains important
                               information about the Class A, B and C
                               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.

                               Investments in the fund:
                                  - are not FDIC insured;
                                  - may lose value; and
                                  - are not guaranteed by a bank.

[AIM LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
--Registered Trademark--                    --Registered Trademark--

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

AIM BASIC BALANCED FUND

TABLE OF CONTENTS

INVESTMENT OBJECTIVE AND STRATEGIES                  1
------------------------------------------------------

PRINCIPAL RISKS OF INVESTING IN THE FUND             1
------------------------------------------------------

FEE TABLE AND EXPENSE EXAMPLE                        2
------------------------------------------------------

Fee Table                                            2

Expense Example                                      2

FUND MANAGEMENT                                      3
------------------------------------------------------

The Advisor                                          3

Advisor Compensation                                 3

Portfolio Managers                                   3

OTHER INFORMATION                                    3
------------------------------------------------------

Sales Charges                                        3

Dividends and Distributions                          3

FINANCIAL HIGHLIGHTS                                 4
------------------------------------------------------

SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------

Choosing a Share Class                             A-1

Purchasing Shares                                  A-3

Redeeming Shares                                   A-5

Exchanging Shares                                  A-7

Pricing of Shares                                  A-9

Taxes                                              A-9

OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investor, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE 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, myaim.com, The AIM College Savings Plan, AIM Solo 401(k) and AIM Lifetime America are service marks of A I M Management Group 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 BASIC BALANCED FUND

INVESTMENT OBJECTIVE AND STRATEGIES

The fund's investment objective is long-term growth of capital and current income. 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 in a broadly diversified portfolio of common stocks, preferred stocks, convertible securities and bonds. The fund invests without regard to market capitalization. The fund normally invests a minimum of 30% and a maximum of 70% of its total assets in equity securities and a minimum of 30% and a maximum of 70% of its total assets in investment-grade non-convertible debt securities. The fund may also invest up to 25% of its total assets in convertible securities and 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.

In selecting the percentages of assets to be invested in equity or debt securities, the portfolio managers consider such factors as general market and economic conditions, as well as trends, yields, interest rates and changes in fiscal and monetary policies. In selecting equity investments, the portfolio managers seek to identify those companies whose stock prices are undervalued by investors due to temporary factors and that provide the potential for attractive returns. The portfolio managers will purchase debt securities for both capital appreciation and income, and to provide portfolio diversification. The portfolio managers consider whether to sell a particular security when they believe that security no longer has that potential.

In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the fund may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. 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 and that the income you may receive from the fund 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. Interest rate increases may cause the price of a debt security to decrease; the longer a debt security's duration, the more sensitive it is to this risk. The issuer of a security may default or otherwise be unable to honor a financial obligation.

The values of convertible securities in which the fund invests may also be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying stock into which these securities may be converted. Specifically, since these types of convertible securities pay fixed interest or dividends, their values may fall if 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.

The fund may participate in the initial public offering (IPO) market in some market cycles. Because of the fund's small asset base, any investment the fund may make in IPOs may significantly increase the fund's total return. As the fund's assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the fund's total return.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

1


AIM BASIC BALANCED 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
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                 4.75%      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%
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                  CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Management Fees                                     0.65%      0.65%      0.65%

Distribution and/or Service (12b-1) Fees            0.35       1.00       1.00

Other Expenses(3)                                   0.47       0.47       0.47

Total Annual Fund Operating Expenses                1.47       2.12       2.12
--------------------------------------------------------------------------------

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares within 18 months from the date of purchase, you may pay a 1% contingent deferred sales charge (CDSC) at the time of redemption.

(2) There is no guarantee that actual expenses will be the same as those shown in the table.

(3) Other Expenses have been restated to reflect expense arrangements in effect as of March 4, 2002 and are based on estimated assets for the current fiscal year.

You may also be charged a transaction or other fee by the financial institution managing your account.

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 invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. To the extent fees are waived and/or expenses are reimbursed, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                           1 YEAR   3 YEARS
-----------------------------------------------------------
Class A                                     $617     $918
Class B                                      715      964
Class C                                      315      664
-----------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

                                           1 YEAR   3 YEARS
-----------------------------------------------------------
Class A                                     $617     $918
Class B                                      215      664
Class C                                      215      664
-----------------------------------------------------------

2


AIM BASIC BALANCED FUND

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor) 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 150 investment portfolios, including the fund, encompassing a broad range of investment objectives.

ADVISOR COMPENSATION

The advisor is to receive a fee from the fund calculated at the annual rate of 0.65% of the first $1 billion of average daily net assets, 0.60% of the next $4 billion of average daily net assets and 0.55% of average daily net assets over $5 billion. During the fiscal period ended December 31, 2001, the advisor did not receive any compensation.

PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual members of the team who are primarily responsible for the day-to-day management of the fund's portfolio are

- Robert G. Alley, Senior Portfolio Manager, who has been responsible for the fund since 2001 and has been associated with the advisor and/or its affiliates since 1992.

- Jan H. Friedli, Senior Portfolio Manager, who has been responsible for the fund since 2001 and has been associated with the advisor and/or its affiliates since 1999. From 1997 to 1999, he was global fixed-income portfolio manager for Nicholas-Applegate Capital Management. From 1994 to 1997, he was international fixed-income trader and analyst for Strong Capital Management.

- Scot W. Johnson, Senior Portfolio Manager, who has been responsible for the fund since 2001 and has been associated with the advisor and/or its affiliates since 1994.

- Matthew W. Seinsheimer, Portfolio Manager, who has been responsible for the fund since 2001 and has been associated with the advisor and/or its affiliates since 1998. From 1995 to 1998, he was Portfolio Manager for American Indemnity Company.

- Michael J. Simon, Portfolio Manager, who has been responsible for the fund since 2001 and has been associated with the advisor and/or its affiliates since 2001. From 1996 to 2001, he was equity analyst and Portfolio Manager with Luther King Capital Management.

- Bret W. Stanley, Senior Portfolio Manager, who has been responsible for the fund since 2001 and has been associated with the advisor and/or its affiliates since 1998. From 1994 to 1998, he was Vice President and Portfolio Manager with Van Kampen American Capital Asset Management, Inc.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Basic Balanced Fund are subject to the maximum 4.75% initial sales charge as listed under the heading "CATEGORY II Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class" section of this prospectus. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges 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.

3


AIM BASIC BALANCED 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).

This information 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.

                                                                     Class A
                                                                ------------------
                                                                SEPTEMBER 28, 2001
                                                                (DATE OPERATIONS
                                                                 COMMENCED)
                                                                TO DECEMBER 31,
                                                                  2001(a)
                                                                ------------------
Net asset value, beginning of period                                 $ 10.00
----------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                                 0.03
----------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)                0.76
==================================================================================
    Total from investment operations                                    0.79
==================================================================================
Less distributions from net investment income                          (0.04)
==================================================================================
Net asset value, end of period                                       $ 10.75
__________________________________________________________________________________
==================================================================================
Total return(b)                                                         7.94%
__________________________________________________________________________________
==================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                             $10,753
__________________________________________________________________________________
==================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                      1.43%(c)
----------------------------------------------------------------------------------
  Without fee waivers                                                   2.89%(c)
__________________________________________________________________________________
==================================================================================
Ratio of net investment income to average net assets                    1.16%(c)
__________________________________________________________________________________
==================================================================================
Portfolio turnover rate                                                    7%
__________________________________________________________________________________
==================================================================================

(a)Calculated using average shares outstanding.

(b)Does not include sales charges and is not annualized for periods less than one year.

(c)Ratios are annualized and based on average daily net assets of $5,752,659.

4


AIM BASIC BALANCED FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                     CLASS B
                                                                ------------------
                                                                SEPTEMBER 28, 2001
                                                                (DATE OPERATIONS
                                                                   COMMENCED)
                                                                TO DECEMBER 31,
                                                                     2001(a)
                                                                ------------------
Net asset value, beginning of period                                 $ 10.00
----------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                                 0.01
----------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)                0.77
==================================================================================
    Total from investment operations                                    0.78
==================================================================================
Less distributions from net investment income                          (0.03)
==================================================================================
Net asset value, end of period                                       $ 10.75
__________________________________________________________________________________
==================================================================================
Total return(b)                                                         7.76%
__________________________________________________________________________________
==================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                             $16,067
__________________________________________________________________________________
==================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                      2.08%(c)
----------------------------------------------------------------------------------
  Without fee waivers                                                   3.54%(c)
__________________________________________________________________________________
==================================================================================
Ratio of net investment income to average net assets                    0.52%(c)
__________________________________________________________________________________
==================================================================================
Portfolio turnover rate                                                    7%
__________________________________________________________________________________
==================================================================================

(a)Calculated using average shares outstanding.

(b)Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(c)Ratios are annualized and based on average daily net assets of $8,753,540.

                                                                   CLASS C
                                                              ------------------
                                                              SEPTEMBER 28, 2001
                                                              (DATE OPERATIONS
                                                                 COMMENCED)
                                                              TO DECEMBER 31,
                                                                   2001(a)
                                                              ------------------
Net asset value, beginning of period                                $10.00
--------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                               0.01
--------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)              0.77
================================================================================
    Total from investment operations                                  0.78
================================================================================
Less distributions from net investment income                        (0.03)
================================================================================
Net asset value, end of period                                      $10.75
________________________________________________________________________________
================================================================================
Total return(b)                                                       7.76%
________________________________________________________________________________
================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                            $5,168
________________________________________________________________________________
================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                    2.08%(c)
--------------------------------------------------------------------------------
  Without fee waivers                                                 3.54%(c)
________________________________________________________________________________
================================================================================
Ratio of net investment income to average net assets                  0.52%(c)
________________________________________________________________________________
================================================================================
Portfolio turnover rate                                                  7%
________________________________________________________________________________
================================================================================

(a)Calculated using average shares outstanding.

(b)Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(c)Ratios are annualized and based on average daily net assets of $2,738,134.

5


THE AIM FUNDS

SHAREHOLDER INFORMATION

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to many other mutual funds (the AIM Funds). The following information is about all the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. When choosing a share class, you should consider the factors below:

CLASS A                              CLASS B                              CLASS C
---------------------------------------------------------------------------------------------------------
- Initial sales charge               - No initial sales charge            - No initial sales charge

- Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain                   charge on redemptions within six     charge on redemptions within
  purchases(1,2)                       years                                one year(2)

- Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares at      - Does not convert to Class A
                                       the end of the month which is        shares
                                       eight years after the date on
                                       which shares were purchased
                                       along with a pro rata portion
                                       of its reinvested dividends and
                                       distributions(3)

- Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors

(1) A contingent deferred sales charge may apply in some cases.
(2) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.
(3) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares.

AIM Global Trends Fund: If you held Class B shares on May 29, 1998 and continue to hold them, those shares will convert to Class A shares of that fund at the end of the month which is seven years after the date on which shares were purchased. If you exchange those shares for Class B shares of another AIM Fund, the shares into which you exchanged will not convert to Class A shares until the end of the month which is eight years after the date on which you purchased your original shares.


DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc. (the distributor) 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 AIM 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 AIM Funds and classes of those Funds are detailed below. 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 AIM Funds are grouped into three categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular AIM Fund is classified.

CATEGORY I INITIAL SALES CHARGES
-------------------------------------------------------------
                                          Investor's
                                         Sales Charge
                                 ----------------------------
AMOUNT OF INVESTMENT               As a % of       As a % of
IN SINGLE TRANSACTION(1)         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
-------------------------------------------------------------

(1) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.

A-1 MCF--1/02



THE AIM FUNDS

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

SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund.

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 and II 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 contingent deferred sales charge (CDSC) of 1%.

You can also make a Large Purchase of Class A shares of Category III Funds at net asset value. If your purchase occurs on or after November 15, 2001, the shares will be subject to a 0.25% CDSC if you redeem them prior to 12 months after the date of purchase.

If you currently own Class A shares of a Category I, II or III 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 a CDSC (an 18-month, 1.0% CDSC for Category I and II Fund shares, and a 12-month, 0.25% CDSC for Category III Fund shares.) The CDSC for Category III Fund shares will not apply to additional purchases made prior to November 15, 2001.

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.

The distributor may pay a dealer concession and/or a service fee for Large Purchases.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES

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

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 have redeemed 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 consultant must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment.

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.

Rights of Accumulation

You may combine your new purchases of Class A shares with shares currently owned (Class A, B or C) 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 current value of all other shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of AIM 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.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

MCF--1/02 A-2



THE AIM FUNDS

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain AIM Funds;

- when using the reinstatement privileges; and

- when a merger, consolidation, or acquisition of assets of an AIM 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 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. Consult the fund's Statement of Additional Information for details.

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
----------------------------------------------------------------------------------------------------------------
Savings Plans (money-purchase/profit sharing     $  0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)

Automatic Investment Plans                        50                                                  25

IRA, Education IRA or Roth IRA                   250                                                  50

All other accounts                               500                                                  50
----------------------------------------------------------------------------------------------------------------

The minimum initial investment for AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund (the Special Opportunities Funds) accounts is $10,000. The minimum subsequent investment is $1,000. The maximum amount for a single purchase order of AIM Small Cap Opportunities Fund is $250,000.

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.

PURCHASE OPTIONS
----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and check to the transfer agent,       slip from your confirmation
                                A I M Fund Services, Inc.,             statement to the transfer agent.
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

A-3 MCF--1/02



THE AIM FUNDS

                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
By AIM Bank Connection(SM)      Open your account using one of the     Select the AIM Bank Connection
                                methods 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.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
----------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing the AIM Fund 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 $25 ($1,000 for any of the Special Opportunities Funds). You may stop the Automatic Investment 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 AIM Fund account to one or more other AIM 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 10th or 25th day of the month, whichever you specify, in the amount you specify. The minimum amount you can exchange to a Special Opportunities Fund is $1,000. The minimum amount you can exchange to another AIM Fund is $25.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any AIM Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same AIM Fund. You may invest your dividends and distributions (1) into another AIM Fund in the same class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM Money Market Fund, or vice versa.

You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at least $5,000; or (b) in the AIM Fund receiving the dividend must be at least $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into another AIM Fund.

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 AIM Fund holdings should be rebalanced, on a percentage basis, between two and ten of your AIM Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your AIM Funds for shares of the same class of one or more other AIM Funds in your portfolio. 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.

RETIREMENT PLANS

Shares of most of the AIM 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 AIM sponsored retirement plans, which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans, SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. The plan custodian of the AIM sponsored retirement plan assesses an annual maintenance fee of $10. Contact your financial consultant for details.

MCF--1/02 A-4



THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC).

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE PRIOR TO NOVEMBER 15,
2001.

If you purchased $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund at net asset value prior to November 15, 2001, or entered into a Letter of Intent prior to November 15, 2001 to purchase $1,000,000 or more of Class A shares of a Category I, II or III Fund at net asset value, your shares may be subject to a contingent deferred sales charge (CDSC) upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - No CDSC
  shares of     Category III Fund
  Category    - Class A shares of
  III Fund      AIM Tax-Exempt Cash
                Fund
              - AIM Cash Reserve
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE ON AND AFTER NOVEMBER 15,
2001

If you purchase $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund on and after November 15, 2001, or if you make additional purchases of Class A shares or AIM Cash Reserve Shares on and after November 15, 2001 at net asset value, your shares may be subject to a CDSC upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category      Fund                    months of initial
  III Fund                              purchase of
                                        Category III Fund
                                        shares

- Class A     - Class A shares of     - 0.25% if shares are
  shares of     Category III Fund       redeemed within 12
  Category    - Class A shares of       months of initial
  III Fund      AIM Tax-Exempt Cash     purchase of
                Fund                    Category III Fund
              - AIM Cash Reserve        shares
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS B SHARES ACQUIRED BY

EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM Floating Rate Fund, the early withdrawal charge applicable to shares of AIM Floating Rate Fund will be applied instead of the CDSC normally applicable to Class B shares.

HOW TO REDEEM SHARES

Through a Financial           Contact your financial consultant.
  Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM 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.

A-5 MCF--1/02



THE AIM FUNDS

By Telephone                  Call the transfer agent. 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 accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. 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.
                              You may, with limited exceptions, redeem from an IRA account
                              by telephone. Redemptions from other types of retirement
                              accounts must be requested in writing.

By AIM Internet Connect       Place your redemption request at www.aimfunds.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
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. 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.
------------------------------------------------------------------------------------------

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.

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 and 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 and are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

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 Withdrawal 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 and AIM Cash Reserve Shares of AIM Money Market Fund only)

You may redeem shares of these AIM 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.

MCF--1/02 A-6



THE AIM FUNDS

REINSTATEMENT PRIVILEGES

You may, within 120 days after you sell shares (except Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), reinvest all or part of your redemption proceeds in Class A shares of any AIM Fund at net asset value in an identically registered account.
You may, within 120 days after you sell Class A shares of a Category III Fund, reinvest all or part of your redemption proceeds in Class A shares of that same Category III Fund at net asset value in an identically registered account.
The reinvestment amount must meet the subsequent investment minimum as indicated in the section "Purchasing Shares".
If you paid a contingent deferred sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC if you later redeem that amount.

You must notify the transfer agent in writing at the time you reinstate that you are exercising your reinstatement privilege.

REDEMPTIONS BY THE AIM FUNDS

If your account 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 for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the AIM 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 or by utilizing the Automatic Investment Plan.
If an AIM Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, the AIM 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 AIM Fund for those of another AIM Fund. Before requesting an exchange, review the prospectus of the AIM 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.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the same class of another AIM Fund. You may also exchange Class A shares of an AIM Fund for AIM Cash Reserve Shares of AIM Money Market Fund. 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 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

(a) one another;

(b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or

(c) Class A shares of another AIM 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) one another;

(b) Class A shares of an AIM Fund subject to an initial sales charge (except for 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

(c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, but only if you acquired the original shares by exchange from Class A shares subject to an initial sales charge.

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, and Class C shares for other Class C shares; or

(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class C shares.

A-7 MCF--1/02



THE AIM FUNDS

EXCHANGES NOT PERMITTED

Certain classes of shares are not covered by the exchange privilege.

For shares purchased prior to November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of Category III Funds purchased at net asset value for Class A shares of a Category I or II Fund;

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund;

- 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 I or II Funds that are subject to a CDSC; or

- 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 Funds that are subject to a CDSC.

For shares purchased on or after November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other AIM Fund that are subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund or for Class A shares of any AIM Fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II 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 or II Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- You must meet the minimum purchase requirements for the AIM Fund into which you are exchanging;

- Shares of the AIM 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;

- If you have physical share certificates, you must return them to the transfer agent prior to the exchange; and

- You are limited to a maximum of 10 exchanges per calendar year, because excessive short-term trading or market-timing activity can hurt fund performance. If you exceed that limit, or if an AIM Fund or the distributor determines, in its sole discretion, that your short-term trading is excessive or that you are engaging in market-timing activity, it may reject any additional exchange orders. An exchange is the movement out of (redemption) one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM 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. There is no fee for exchanges. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM Funds or the distributor may modify or discontinue this privilege at any time.

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 AIM 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 (1) you do not hold physical share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

MCF--1/02 A-8



THE AIM FUNDS

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time you held the original shares will be added to the holding period of the Class B or Class C 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 B shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.


EACH AIM 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 AIM FUND;

- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

- WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The AIM Funds value portfolio securities for which market quotations are readily available at market value. The AIM Funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund and AIM Tax-Exempt Cash Fund value all of 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.
The AIM Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the NYSE, events occur that materially affect the value of the security, the AIM Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board of Directors or Trustees of the AIM Fund. The effect of using fair value pricing is that an AIM Fund's net asset value will be subject to the judgment of the Board of Directors or Trustees or its designee instead of being determined by the market. Because some of the AIM Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the AIM Funds do not price their shares, the value of those funds' assets may change on days when you will not be able to purchase or redeem fund shares.

Each AIM 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 any 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.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The AIM Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. An AIM 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. Different tax rates may apply to ordinary income and long-term capital gain distributions, regardless of how long you have held your shares. Every year, you will be sent information showing the amount of dividends and distributions you received from each AIM Fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of AIM Fund shares will be subject to federal income tax. Exchanges of shares for shares of another AIM 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 AIM Fund shares may differ materially from the federal income tax consequences described above. You should consult your tax advisor before investing.

A-9 MCF--1/02



AIM BASIC BALANCED FUND

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 this 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.

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:                  A I M Fund Services, Inc.
                          P.O. Box 4739
                          Houston, TX 77210-4739

BY TELEPHONE:             (800) 347-4246

ON THE INTERNET:          You can send us a request
                          by e-mail or download
                          prospectuses, annual or
                          semiannual reports via
                          our website:
                          http://www.aimfunds.com

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

You also can review and obtain copies of the fund's SAI, reports 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 duplication 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 Basic Balanced Fund
 SEC 1940 Act file number: 811-1540
--------------------------------------

[AIM LOGO APPEARS HERE]    www.aimfunds.com   BBA-PRO-1   INVEST WITH DISCIPLINE
--Registered Trademark--                                --Registered Trademark--

      AIM EUROPEAN
      SMALL COMPANY FUND
      --------------------------------------------------------------------------

AIM European Small Company Fund seeks to provide long-term growth of capital.

AIM--Registered Trademark--

PROSPECTUS

MAY 1, 2002

                               This prospectus contains important
                               information about Class A, B and C 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.

                               Investments in the fund:
                                  - are not FDIC insured;
                                  - may lose value; and
                                  - are not guaranteed by a bank.

[AIM LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
--Registered Trademark--                    --Registered Trademark--

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

AIM EUROPEAN SMALL COMPANY 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                                    3

FEE TABLE AND EXPENSE EXAMPLE                        4
------------------------------------------------------

Fee Table                                            4

Expense Example                                      4

FUND MANAGEMENT                                      5
------------------------------------------------------

The Advisor                                          5

Advisor Compensation                                 5

Portfolio Managers                                   5

OTHER INFORMATION                                    5
------------------------------------------------------

Sales Charges                                        5

Dividends and Distributions                          5

Future Fund Closure                                  5

FINANCIAL HIGHLIGHTS                                 6
------------------------------------------------------

SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------

Choosing a Share Class                             A-1

Purchasing Shares                                  A-3

Redeeming Shares                                   A-5

Exchanging Shares                                  A-7

Pricing of Shares                                  A-9

Taxes                                              A-9

OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investor, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE 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, myaim.com, The AIM College Savings Plan, AIM Solo 401(k) and AIM Lifetime America are service marks of A I M Management Group 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 EUROPEAN SMALL COMPANY 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 65% of its total assets in marketable equity securities of European small companies. Securities in which the fund will invest may include common stocks, convertible bonds, convertible preferred stocks and warrants. The fund considers European companies to be those (1) organized under the laws of a country in Europe and having a principal office in a country in Europe; (2) that derive 50% or more of their total revenues from business in Europe; or (3) whose equity securities are traded principally on a stock exchange, or in an over-the-counter market, in Europe. Under normal conditions, the top 10 holdings may comprise up to one-third of the fund's total assets.

The fund will normally invest in the securities of companies located in at least three European countries. The fund may invest up to 35% of its total assets in European companies located in developing countries, i.e., those that are in the initial stages of their industrial cycles.

The fund may invest up to 20% of its total assets in securities exchangeable for or convertible into equity securities of European companies. The fund may invest up to 35% of its total assets in securities of non-European companies. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.

The portfolio managers focus on companies that are experiencing strong growth and have prospects for future long-term growth. In selecting countries in which the fund will invest, the portfolio managers also consider such factors as the prospect for relative economic growth among countries or regions, economic or political conditions, currency exchange fluctuations, tax considerations and the liquidity of a particular security. The portfolio managers consider whether to sell a particular security when any of these factors materially changes.

The fund is non-diversified, which means it can invest a greater percentage of its assets in any one issuer than a diversified fund can. With respect to 50% of its assets, a non-diversified fund is permitted to invest more than 5% of its assets in the securities of any one issuer.

In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the fund may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. 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 small companies, whose prices may go up and down more than the prices of equity securities of larger, more established companies. Also, since equity securities of small 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 desired price.

The prices of foreign securities may be further affected by other factors, including:

- Currency exchange rates--The dollar value of the fund's foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded.

- Political and economic conditions--The value of the fund's foreign investments may be adversely affected by political and social instability in their home countries and by changes in economic or taxation policies in those countries.

- Regulations--Foreign companies generally are subject to less stringent regulations, including financial and accounting controls, than are U.S. companies. As a result, there generally is less publicly available information about foreign companies than about U.S. companies.

- Markets--The securities markets of other countries are smaller than U.S. securities markets. As a result, many foreign securities may be less liquid and more volatile than U.S. securities.

These factors may affect the prices of securities issued by foreign companies located in developing countries more than those in countries with mature economies. For example, many developing countries have, in the past, experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, thereby causing the value of investments in companies located in those countries to decline. Transaction costs are

1


AIM EUROPEAN SMALL COMPANY FUND

PRINCIPAL RISKS OF INVESTING IN THE FUND (continued)

often higher in developing countries and there may be delays in settlement procedures.

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.

A large percentage of the fund's assets may be invested in a limited number of securities. In addition, as a non-diversified fund, the fund will invest in fewer securities than if it were a diversified fund. As a result, a change in the value of these securities could significantly affect the value of your investment in the fund.

The fund may participate in the initial public offering (IPO) market in some market cycles. Because of the fund's small asset base, any investment the fund may make in IPOs may significantly increase the fund's total return. As the fund's assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the fund's total return.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

2


AIM EUROPEAN SMALL COMPANY 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 RETURN


The following bar chart shows the performance of the fund's Class A shares. The bar chart does not reflect sales loads. If it did, the annual total return shown would be lower.

                                                                         ANNUAL
YEAR ENDED                                                               TOTAL
DECEMBER                                                                 RETURN
----------                                                               ------
                                                                              -
2001...................................................................  21.59%

The Class A shares' year-to-date total return as of March 31, 2002 was 7.23%.

During the periods shown in the bar chart, the highest quarterly return was 16.72% (quarter ended December 31, 2001) and the lowest quarterly return was -19.08% (quarter ended March 31, 2001).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index. The fund's performance reflects payment of sales loads.

AVERAGE ANNUAL TOTAL RETURNS
----------------------------------------------------------------------------------
(for the periods ended                                SINCE          INCEPTION
December 31, 2001)                        1 YEAR    INCEPTION           DATE
----------------------------------------------------------------------------------
Class A                                                                08/31/00
  Return Before Taxes                     (25.88)%     (24.85)%
  Return After Taxes on Distributions     (25.88)      (24.96)
  Return After Taxes on Distributions
     and Sale of Fund Shares              (15.76)      (19.73)
Class B                                                                08/31/00
  Return Before Taxes                     (26.01)      (24.37)
Class C                                                                08/31/00
  Return Before Taxes                     (22.92)      (22.12)
----------------------------------------------------------------------------------
MSCI Europe Index(1) (reflects no
  deduction for fees, expenses, or
  taxes)                                  (19.90)      (17.11)(2)      08/31/00(2)
----------------------------------------------------------------------------------

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 and C will vary.

(1)The Morgan Stanley Capital International Europe Index is an unmanaged index that is designed to represent the performance of developed stock markets in Europe.

(2)The average annual total return given is since the date closest to the inception date of the class with the longest performance history.

3


AIM EUROPEAN SMALL COMPANY 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
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                 5.50%      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%
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                  CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Management Fees                                     0.95%      0.95%      0.95%

Distribution and/or Service (12b-1) Fees            0.35       1.00       1.00

Other Expenses(3)                                   3.37       3.37       3.37

Total Annual Fund Operating Expenses                4.67       5.32       5.32
Fee Waivers(3,4)                                    2.66       2.66       2.66
Net Expenses                                        2.01       2.66       2.66
--------------------------------------------------------------------------------

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares within 18 months from the date of purchase, you may pay a 1% contingent deferred sales charge (CDSC) at the time of redemption.

(2) There is no guarantee that actual expenses will be the same as those shown in the table.

(3) Other Expenses and Fee Waivers have been restated to reflect expense arrangements in effect as of March 4, 2002.

(4) The advisor has contractually agreed to waive fees and/or reimburse expenses (excluding interest, taxes, dividends on short sales, extraordinary items and increases in expenses due to expense offset arrangements, if any) for Class A, Class B and Class C shares to the extent necessary to limit the Total Annual Fund Operating Expenses of Class A to 2.00% (e.g., if AIM waives 2.66% of Class A expenses, AIM will also waive 2.66% of Class B and Class C expenses).

You may be charged a transaction or other fee by the financial institution managing your account.

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 invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. To the extent fees are waived and/or expenses are reimbursed, your expenses will be lower. 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
--------------------------------------------------------------------------------
Class A                                    $  992   $1,881    $2,775     $5,037
Class B                                     1,031    1,888     2,839      5,115
Class C                                       631    1,588     2,639      5,236
--------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $992    $1,881    $2,775     $5,037
Class B                                      531     1,588     2,639      5,115
Class C                                      531     1,588     2,639      5,236
--------------------------------------------------------------------------------

4


AIM EUROPEAN SMALL COMPANY FUND

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor) 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 150 investment portfolios, including the fund, encompassing a broad range of investment objectives.

ADVISOR COMPENSATION

The advisor is to receive a fee from the fund calculated at the annual rate of 0.95% of average daily net assets. During the fiscal year ended December 31, 2001, the advisor did not receive any compensation.

PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual members of the team who are primarily responsible for the day-to-day management of the fund's portfolio are

- Borge Endresen, Portfolio Manager, who has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 1999. Prior to 1999, he was a full time student.

- Jason T. Holzer, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1996.

- Clas G. Olsson, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1994.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM European Small Company 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. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges 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.

FUTURE FUND CLOSURE

Due to the sometimes limited availability of common stocks of smaller companies that meet the investment criteria for the fund, the fund may discontinue public sales of its shares to new investors after assets reach approximately $1 billion. Existing shareholders of the fund who maintain open accounts will be permitted to continue to make additional investments in the fund.

During this closed period, the fund may impose different requirements for additional investments. Also, during this closed period the fund will continue to pay Rule 12b-1 fees, however, the Rule 12b-1 fees for Class A shares will be reduced from 0.35% to 0.25% of the fund's average daily net assets attributable to Class A shares. The Rule 12b-1 fees for Class B and Class C shares will not be reduced during this closed period.

The fund may resume sales of shares to new investors at some future date if the Board of Trustees determines that it would be in the best interest of shareholders.

5


AIM EUROPEAN SMALL COMPANY 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).

This information 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.

                                                                                  CLASS A
                                                                --------------------------------------------
                                                                                            AUGUST 31, 2000
                                                                                            (DATE OPERATIONS
                                                                                               COMMENCED)
                                                                     YEAR ENDED                    TO
                                                                    DECEMBER 31,              DECEMBER 31,
                                                                       2001(a)                   2000(a)
                                                                --------------------        ----------------
Net asset value, beginning of period                                  $  9.17                    $10.00
------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                          (0.05)                    (0.04)
------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                         (1.93)                    (0.74)
============================================================================================================
    Total from investment operations                                    (1.98)                    (0.78)
============================================================================================================
Less Dividends from net investment income                                  --                     (0.05)
============================================================================================================
Net asset value, end of period                                        $  7.19                    $ 9.17
____________________________________________________________________________________________________________
============================================================================================================
Total return(b)                                                        (21.59)%                   (7.84)%
____________________________________________________________________________________________________________
============================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                              $ 6,969                    $8,606
____________________________________________________________________________________________________________
============================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                       2.01%(c)                  2.07%(d)
------------------------------------------------------------------------------------------------------------
  Without fee waivers                                                    4.65%(c)                  6.28%(d)
============================================================================================================
Ratio of net investment income (loss) to average net assets             (0.61)%(c)                (1.28)%(d)
____________________________________________________________________________________________________________
============================================================================================================
Portfolio turnover rate                                                   152%                       25%
____________________________________________________________________________________________________________
============================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $7,713,136.

(d) Annualized.

6


AIM EUROPEAN SMALL COMPANY FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                CLASS B
                                                                ----------------------------------------
                                                                                        AUGUST 31, 2000
                                                                                        (DATE OPERATIONS
                                                                                           COMMENCED)
                                                                     YEAR ENDED                TO
                                                                    DECEMBER 31,          DECEMBER 31,
                                                                       2001(a)               2000(a)
                                                                --------------------    ----------------
Net asset value, beginning of period                                  $  9.17                $10.00
--------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                          (0.10)                (0.06)
--------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                         (1.92)                (0.74)
========================================================================================================
    Total from investment operations                                    (2.02)                (0.80)
========================================================================================================
Less Dividends from net investment income                                  --                 (0.03)
========================================================================================================
Net asset value, end of period                                        $  7.15                $ 9.17
________________________________________________________________________________________________________
========================================================================================================
Total return(b)                                                        (22.03)%               (7.99)%
________________________________________________________________________________________________________
========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                              $ 2,330                $2,851
________________________________________________________________________________________________________
========================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                       2.71%(c)              2.77%(d)
--------------------------------------------------------------------------------------------------------
  Without fee waivers                                                    5.36%(c)              6.98%(d)
========================================================================================================
Ratio of net investment income (loss) to average net assets             (1.31)%(c)            (1.98)%(d)
________________________________________________________________________________________________________
========================================================================================================
Portfolio turnover rate                                                   152%                   25%
________________________________________________________________________________________________________
========================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $2,490,126.

(d)Annualized.

                                                                                 CLASS C
                                                                -----------------------------------------
                                                                                         AUGUST 31, 2000
                                                                                         (DATE OPERATIONS
                                                                                            COMMENCED)
                                                                     YEAR ENDED                 TO
                                                                    DECEMBER 31,           DECEMBER 31,
                                                                       2001(a)                2000(a)
                                                                ---------------------    ----------------
Net asset value, beginning of period                                   $  9.17                $10.00
---------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                           (0.10)                (0.06)
---------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                          (1.93)                (0.74)
=========================================================================================================
    Total from investment operations                                     (2.03)                (0.80)
=========================================================================================================
Less Dividends from net investment income                                   --                 (0.03)
=========================================================================================================
Net asset value, end of period                                         $  7.14                $ 9.17
_________________________________________________________________________________________________________
=========================================================================================================
Total return(b)                                                         (22.14)%               (7.99)%
_________________________________________________________________________________________________________
=========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                               $ 1,091                $1,073
_________________________________________________________________________________________________________
=========================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                        2.71%(c)              2.77%(d)
---------------------------------------------------------------------------------------------------------
  Without fee waivers                                                     5.36%(c)              6.98%(d)
=========================================================================================================
Ratio of net investment income (loss) to average net assets              (1.31)%(c)            (1.98)%(d)
_________________________________________________________________________________________________________
=========================================================================================================
Portfolio turnover rate                                                    152%                   25%
_________________________________________________________________________________________________________
=========================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $1,076,384.

(d) Annualized.

7


THE AIM FUNDS

SHAREHOLDER INFORMATION

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to many other mutual funds (the AIM Funds). The following information is about all the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. When choosing a share class, you should consider the factors below:

CLASS A                              CLASS B                              CLASS C
---------------------------------------------------------------------------------------------------------
- Initial sales charge               - No initial sales charge            - No initial sales charge

- Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain                   charge on redemptions within six     charge on redemptions within
  purchases(1,2)                       years                                one year(2)

- Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares at      - Does not convert to Class A
                                       the end of the month which is        shares
                                       eight years after the date on
                                       which shares were purchased
                                       along with a pro rata portion
                                       of its reinvested dividends and
                                       distributions(3)

- Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors

(1) A contingent deferred sales charge may apply in some cases.
(2) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.
(3) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares.

AIM Global Trends Fund: If you held Class B shares on May 29, 1998 and continue to hold them, those shares will convert to Class A shares of that fund at the end of the month which is seven years after the date on which shares were purchased. If you exchange those shares for Class B shares of another AIM Fund, the shares into which you exchanged will not convert to Class A shares until the end of the month which is eight years after the date on which you purchased your original shares.


DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc. (the distributor) 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 AIM 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 AIM Funds and classes of those Funds are detailed below. 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 AIM Funds are grouped into three categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular AIM Fund is classified.

CATEGORY I INITIAL SALES CHARGES
-------------------------------------------------------------
                                          Investor's
                                         Sales Charge
                                 ----------------------------
AMOUNT OF INVESTMENT               As a % of       As a % of
IN SINGLE TRANSACTION(1)         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
-------------------------------------------------------------

(1) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.

A-1 MCF--1/02



THE AIM FUNDS

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

SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund.

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 and II 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 contingent deferred sales charge (CDSC) of 1%.

You can also make a Large Purchase of Class A shares of Category III Funds at net asset value. If your purchase occurs on or after November 15, 2001, the shares will be subject to a 0.25% CDSC if you redeem them prior to 12 months after the date of purchase.

If you currently own Class A shares of a Category I, II or III 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 a CDSC (an 18-month, 1.0% CDSC for Category I and II Fund shares, and a 12-month, 0.25% CDSC for Category III Fund shares.) The CDSC for Category III Fund shares will not apply to additional purchases made prior to November 15, 2001.

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.

The distributor may pay a dealer concession and/or a service fee for Large Purchases.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES

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

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 have redeemed 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 consultant must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment.

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.

Rights of Accumulation

You may combine your new purchases of Class A shares with shares currently owned (Class A, B or C) 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 current value of all other shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of AIM 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.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

MCF--1/02 A-2



THE AIM FUNDS

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain AIM Funds;

- when using the reinstatement privileges; and

- when a merger, consolidation, or acquisition of assets of an AIM 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 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. Consult the fund's Statement of Additional Information for details.

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
----------------------------------------------------------------------------------------------------------------
Savings Plans (money-purchase/profit sharing     $  0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)

Automatic Investment Plans                        50                                                  25

IRA, Education IRA or Roth IRA                   250                                                  50

All other accounts                               500                                                  50
----------------------------------------------------------------------------------------------------------------

The minimum initial investment for AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund (the Special Opportunities Funds) accounts is $10,000. The minimum subsequent investment is $1,000. The maximum amount for a single purchase order of AIM Small Cap Opportunities Fund is $250,000.

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.

PURCHASE OPTIONS
----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and check to the transfer agent,       slip from your confirmation
                                A I M Fund Services, Inc.,             statement to the transfer agent.
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

A-3 MCF--1/02



THE AIM FUNDS

                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
By AIM Bank Connection(SM)      Open your account using one of the     Select the AIM Bank Connection
                                methods 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.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
----------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing the AIM Fund 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 $25 ($1,000 for any of the Special Opportunities Funds). You may stop the Automatic Investment 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 AIM Fund account to one or more other AIM 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 10th or 25th day of the month, whichever you specify, in the amount you specify. The minimum amount you can exchange to a Special Opportunities Fund is $1,000. The minimum amount you can exchange to another AIM Fund is $25.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any AIM Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same AIM Fund. You may invest your dividends and distributions (1) into another AIM Fund in the same class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM Money Market Fund, or vice versa.

You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at least $5,000; or (b) in the AIM Fund receiving the dividend must be at least $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into another AIM Fund.

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 AIM Fund holdings should be rebalanced, on a percentage basis, between two and ten of your AIM Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your AIM Funds for shares of the same class of one or more other AIM Funds in your portfolio. 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.

RETIREMENT PLANS

Shares of most of the AIM 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 AIM sponsored retirement plans, which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans, SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. The plan custodian of the AIM sponsored retirement plan assesses an annual maintenance fee of $10. Contact your financial consultant for details.

MCF--1/02 A-4



THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC).

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE PRIOR TO NOVEMBER 15,
2001.

If you purchased $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund at net asset value prior to November 15, 2001, or entered into a Letter of Intent prior to November 15, 2001 to purchase $1,000,000 or more of Class A shares of a Category I, II or III Fund at net asset value, your shares may be subject to a contingent deferred sales charge (CDSC) upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - No CDSC
  shares of     Category III Fund
  Category    - Class A shares of
  III Fund      AIM Tax-Exempt Cash
                Fund
              - AIM Cash Reserve
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE ON AND AFTER NOVEMBER 15,
2001

If you purchase $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund on and after November 15, 2001, or if you make additional purchases of Class A shares or AIM Cash Reserve Shares on and after November 15, 2001 at net asset value, your shares may be subject to a CDSC upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category      Fund                    months of initial
  III Fund                              purchase of
                                        Category III Fund
                                        shares

- Class A     - Class A shares of     - 0.25% if shares are
  shares of     Category III Fund       redeemed within 12
  Category    - Class A shares of       months of initial
  III Fund      AIM Tax-Exempt Cash     purchase of
                Fund                    Category III Fund
              - AIM Cash Reserve        shares
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS B SHARES ACQUIRED BY

EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM Floating Rate Fund, the early withdrawal charge applicable to shares of AIM Floating Rate Fund will be applied instead of the CDSC normally applicable to Class B shares.

HOW TO REDEEM SHARES

Through a Financial           Contact your financial consultant.
  Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM 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.

A-5 MCF--1/02



THE AIM FUNDS

By Telephone                  Call the transfer agent. 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 accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. 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.
                              You may, with limited exceptions, redeem from an IRA account
                              by telephone. Redemptions from other types of retirement
                              accounts must be requested in writing.

By AIM Internet Connect       Place your redemption request at www.aimfunds.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
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. 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.
------------------------------------------------------------------------------------------

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.

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 and 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 and are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

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 Withdrawal 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 and AIM Cash Reserve Shares of AIM Money Market Fund only)

You may redeem shares of these AIM 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.

MCF--1/02 A-6



THE AIM FUNDS

REINSTATEMENT PRIVILEGES

You may, within 120 days after you sell shares (except Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), reinvest all or part of your redemption proceeds in Class A shares of any AIM Fund at net asset value in an identically registered account.
You may, within 120 days after you sell Class A shares of a Category III Fund, reinvest all or part of your redemption proceeds in Class A shares of that same Category III Fund at net asset value in an identically registered account.
The reinvestment amount must meet the subsequent investment minimum as indicated in the section "Purchasing Shares".
If you paid a contingent deferred sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC if you later redeem that amount.

You must notify the transfer agent in writing at the time you reinstate that you are exercising your reinstatement privilege.

REDEMPTIONS BY THE AIM FUNDS

If your account 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 for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the AIM 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 or by utilizing the Automatic Investment Plan.
If an AIM Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, the AIM 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 AIM Fund for those of another AIM Fund. Before requesting an exchange, review the prospectus of the AIM 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.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the same class of another AIM Fund. You may also exchange Class A shares of an AIM Fund for AIM Cash Reserve Shares of AIM Money Market Fund. 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 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

(a) one another;

(b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or

(c) Class A shares of another AIM 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) one another;

(b) Class A shares of an AIM Fund subject to an initial sales charge (except for 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

(c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, but only if you acquired the original shares by exchange from Class A shares subject to an initial sales charge.

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, and Class C shares for other Class C shares; or

(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class C shares.

A-7 MCF--1/02



THE AIM FUNDS

EXCHANGES NOT PERMITTED

Certain classes of shares are not covered by the exchange privilege.

For shares purchased prior to November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of Category III Funds purchased at net asset value for Class A shares of a Category I or II Fund;

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund;

- 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 I or II Funds that are subject to a CDSC; or

- 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 Funds that are subject to a CDSC.

For shares purchased on or after November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other AIM Fund that are subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund or for Class A shares of any AIM Fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II 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 or II Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- You must meet the minimum purchase requirements for the AIM Fund into which you are exchanging;

- Shares of the AIM 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;

- If you have physical share certificates, you must return them to the transfer agent prior to the exchange; and

- You are limited to a maximum of 10 exchanges per calendar year, because excessive short-term trading or market-timing activity can hurt fund performance. If you exceed that limit, or if an AIM Fund or the distributor determines, in its sole discretion, that your short-term trading is excessive or that you are engaging in market-timing activity, it may reject any additional exchange orders. An exchange is the movement out of (redemption) one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM 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. There is no fee for exchanges. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM Funds or the distributor may modify or discontinue this privilege at any time.

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 AIM 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 (1) you do not hold physical share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

MCF--1/02 A-8



THE AIM FUNDS

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time you held the original shares will be added to the holding period of the Class B or Class C 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 B shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.


EACH AIM 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 AIM FUND;

- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

- WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The AIM Funds value portfolio securities for which market quotations are readily available at market value. The AIM Funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund and AIM Tax-Exempt Cash Fund value all of 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.
The AIM Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the NYSE, events occur that materially affect the value of the security, the AIM Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board of Directors or Trustees of the AIM Fund. The effect of using fair value pricing is that an AIM Fund's net asset value will be subject to the judgment of the Board of Directors or Trustees or its designee instead of being determined by the market. Because some of the AIM Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the AIM Funds do not price their shares, the value of those funds' assets may change on days when you will not be able to purchase or redeem fund shares.

Each AIM 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 any 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.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The AIM Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. An AIM 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. Different tax rates may apply to ordinary income and long-term capital gain distributions, regardless of how long you have held your shares. Every year, you will be sent information showing the amount of dividends and distributions you received from each AIM Fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of AIM Fund shares will be subject to federal income tax. Exchanges of shares for shares of another AIM 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 AIM Fund shares may differ materially from the federal income tax consequences described above. You should consult your tax advisor before investing.

A-9 MCF--1/02



AIM EUROPEAN SMALL COMPANY FUND

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 this 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.

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:                     A I M Fund Services, Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739

BY TELEPHONE:                (800) 347-4246

ON THE INTERNET:             You can send us a
                             request by e-mail or
                             download prospectuses,
                             annual or semiannual
                             reports via our website:
                             http://www.aimfunds.com

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

You also can review and obtain copies of the fund's SAI, reports 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 duplication 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 European Small Company Fund

 SEC 1940 Act file number: 811-1540
------------------------------------

[AIM LOGO APPEARS HERE]    www.aimfunds.com   ESC-PRO-1   INVEST WITH DISCIPLINE
--Registered Trademark--                                --Registered Trademark--


AIM GLOBAL UTILITIES FUND

AIM Global Utilities Fund seeks to achieve a high total return.

AIM--Registered Trademark--

PROSPECTUS

MAY 1, 2002

                               This prospectus contains important
                               information about the Class A, B and C
                               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.

                               Investments in the fund:
                                  - are not FDIC insured;
                                  - may lose value; and
                                  - are not guaranteed by a bank.

[AIM LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
--Registered Trademark--                    --Registered Trademark--

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

AIM GLOBAL UTILITIES 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                                    3

FEE TABLE AND EXPENSE EXAMPLE                        4
------------------------------------------------------

Fee Table                                            4

Expense Example                                      4

FUND MANAGEMENT                                      5
------------------------------------------------------

The Advisor                                          5

Advisor Compensation                                 5

Portfolio Managers                                   5

OTHER INFORMATION                                    5
------------------------------------------------------

Sales Charges                                        5

Dividends and Distributions                          5

FINANCIAL HIGHLIGHTS                                 6
------------------------------------------------------

SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------

Choosing a Share Class                             A-1

Purchasing Shares                                  A-3

Redeeming Shares                                   A-5

Exchanging Shares                                  A-7

Pricing of Shares                                  A-9

Taxes                                              A-9

OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investor, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE 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, myaim.com, The AIM College Savings Plan, AIM Solo 401(k) and AIM Lifetime America are service marks of A I M Management Group 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 GLOBAL UTILITIES FUND

INVESTMENT OBJECTIVE AND STRATEGIES

The fund's investment objective is to achieve a high total return. 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 domestic and foreign public utility companies. The fund may also invest in non-utility securities, but generally will invest in securities of companies that derive revenues from utility-related activities such as providing services, equipment or fuel sources to utilities. Such companies may include those that provide maintenance services to electric, telephone or natural gas utilities; companies that provide energy sources such as coal or uranium; fuel services and equipment companies; companies that provide pollution control for water utilities; and companies that build pipelines or turbines which help produce electricity.

The fund may invest up to 80% of its total assets in foreign securities, including securities of issuers located in developing countries. Developing countries are those that are in the initial stages of their industrial cycles. The fund will normally invest in the securities of companies located in at least four different countries, including the United States. The fund may invest up to 25% of its total assets in convertible securities. The fund may also invest up to 25% of its total assets in non-convertible bonds. The fund may invest up to 10% of its total assets in lower-quality debt securities, i.e., "junk bonds." Any percentage limitations with respect to assets of the fund are applied at the time of purchase.

The fund is non-diversified, which means it can invest a greater percentage of its assets in any one issuer than a diversified fund can. With respect to 50% of its assets, a non-diversified fund is permitted to invest more than 5% of its assets in the securities of any one issuer.

The portfolio managers focus on securities that have favorable prospects for high total return. The portfolio managers consider whether to sell a particular security when any of these factors materially changes.

In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the fund may temporarily invest up to 100% of its total assets in securities of U.S. issuers. During these periods the fund may also hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. 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 the fund 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. Interest rate increases may cause the price of a debt security to decrease; the longer a debt security's duration, the more sensitive it is to this risk. The issuer of a security may default or otherwise be unable to honor a financial obligation.

The value of the fund's shares is particularly vulnerable to factors affecting the utility company industry, such as substantial economic, operational, competitive, or regulatory changes. Such changes may, among other things, increase compliance costs or the costs of doing business. In addition, increases in fuel, energy and other prices have historically limited the growth potential of utility companies. Because the fund focuses its investments in the public utility industry, the value of your shares may rise and fall more than the value of shares of a fund that invests more broadly.

Because it is non-diversified, the fund may invest in fewer issuers than if it were a diversified fund. The value of the fund's shares may vary more widely, and the fund may be subject to greater investment and credit risk, than if the fund invested more broadly.

The prices of foreign securities may be further affected by other factors including:

- Currency exchange rates--The dollar value of the fund's foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are valued.

- Political and economic conditions--The value of the fund's foreign investments may be adversely affected by political and social instability in other countries and by changes in economic or taxation policies in those countries.

- Regulations--Foreign companies generally are subject to less stringent regulations, including financial and accounting controls, than are U.S. companies. As a result, there generally is less publicly available information about foreign companies than about U.S. companies.

- Markets--The securities markets of other countries are smaller than U.S. securities markets. As a result, many foreign securities may be less liquid and more volatile than U.S. securities.

1


AIM GLOBAL UTILITIES FUND

PRINCIPAL RISKS OF INVESTING IN THE FUND (CONTINUED)

These factors may affect the prices of securities issued by foreign companies located in developing countries more than those in countries with mature economies. For example, many developing countries have, in the past, experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, thereby causing the value of investments in companies located in those countries to decline. Transaction costs are often higher in developing countries and there may be delays in settlement procedures.

The fund may participate in the initial public offering (IPO) market in some market cycles. Because of the fund's small asset base, any investment the fund may make in IPOs may significantly increase the fund's total return. As the fund's assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the fund's total return.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

2


AIM GLOBAL UTILITIES 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.

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURNS
-----------                                                              -------
1992...................................................................    7.92%
1993...................................................................   12.32%
1994...................................................................  -11.57%
1995...................................................................   28.07%
1996...................................................................   13.88%
1997...................................................................   23.71%
1998...................................................................   16.01%
1999...................................................................   34.15%
2000...................................................................   -2.54%
2001...................................................................  -28.33%

The Class A shares' year-to-date total return as of March 31, 2002 was 0.87%.

During the periods shown in the bar chart, the highest quarterly return was 26.35% (quarter ended December 31, 1999) and the lowest quarterly return was -15.97% (quarter ended September 30, 2001).

PERFORMANCE TABLE(1)

The following performance table compares the fund's performance to that of a broad-based securities market index. The fund's performance reflects payment of sales loads.

AVERAGE ANNUAL TOTAL RETURNS
-----------------------------------------------------------------------------------------------------
(for the periods ended                                                   SINCE          INCEPTION
December 31, 2001)                        1 YEAR   5 YEARS   10 YEARS   INCEPTION(2)       DATE
---------------------------------------------------------------------
Class A                                                                                   01/19/88
  Return Before Taxes                     (32.28)%   4.91%     7.11%          --
  Return After Taxes on Distributions     (32.90)    2.96      5.00           --
  Return After Taxes on Distributions
    and Sale of Fund Shares               (19.51)    3.54      5.03           --
Class B                                                                                   09/01/93
  Return Before Taxes                     (32.39)    4.98                   5.37%
Class C                                                                                   08/04/97
  Return Before Taxes                     (29.58)                           3.36
-----------------------------------------------------------------------------------------------------
S&P 500(3) (reflects no deduction for
  fees, expenses, or taxes)               (11.88)   10.70     12.93           --                --
Lipper Utility Fund Index(4) (reflects
  no deduction for fees, expenses, or
  taxes)                                  (21.35)    7.80      8.52           --                --
-----------------------------------------------------------------------------------------------------

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 and C will vary.

(1)A significant portion of the fund's returns during certain periods prior to 2001 was attributable to its investments in IPOs. These investments had a magnified impact when the fund's asset base was relatively small. As the fund's assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the fund's total return. For additional information regarding the impact of IPO investments on 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 Standard & Poor's 500 Index is an unmanaged index of common stocks frequently used as a general measure of U.S. stock market performance.

(4) The Lipper Utility Fund Index measures the performance of the 30 largest utilities funds chartered by Lipper Inc., an independent mutual funds performance monitor.

3


AIM GLOBAL UTILITIES 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
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                 5.50%      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%
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                  CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Management Fees                                     0.56%      0.56%      0.56%

Distribution and/or Service (12b-1) Fees            0.25       1.00       1.00

Other Expenses(3)                                   0.32       0.32       0.32

Total Annual Fund Operating Expenses                1.13       1.88       1.88
--------------------------------------------------------------------------------

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares within 18 months from the date of purchase, you may pay a 1% contingent deferred sales charge (CDSC) at the time of redemption.

(2)There is no guarantee that actual expenses will be the same as those shown in the table.

(3)Other Expenses have been restated to reflect expense arrangements in effect as of March 4, 2002.

You may also be charged a transaction or other fee by the financial institution managing your account.

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 invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. To the extent fees are waived and/or expenses are reimbursed, your expenses will be lower. 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
--------------------------------------------------------------------------------
Class A                                     $659     $889     $1,138     $1,849
Class B                                      691      891      1,216      2,005
Class C                                      291      591      1,016      2,201
--------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A..................................   $659     $889     $1,138     $1,849
Class B..................................    191      591      1,016      2,005
Class C..................................    191      591      1,016      2,201
--------------------------------------------------------------------------------

4


AIM GLOBAL UTILITIES FUND

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor) 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 150 investment portfolios, including the fund, encompassing a broad range of investment objectives.

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2001, the advisor received compensation of 0.56% of average daily net assets.

PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual members of the team who are primarily responsible for the day-to-day management of the fund's portfolio are

- Robert G. Alley, Senior Portfolio Manager, who has been responsible for the fund since 1992 and has been associated with the advisor and/or its affiliates since 1992.

- Claude C. Cody IV, Senior Portfolio Manager, who has been responsible for the fund since 1992 and has been associated with the advisor and/or its affiliates since 1992.

- Jan H. Friedli, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 1999. From 1997 to 1999, he was a global fixed-income portfolio manager for Nicholas Applegate Capital Management. From 1994 to 1997 he was an international fixed-income trader and analyst for Strong Capital Management.

- Craig A. Smith, Senior Portfolio Manager, who has been responsible for the fund since 1996 and has been associated with the advisor and/or its affiliates since 1989.

- Meggan M. Walsh, Senior Portfolio Manager, who has been responsible for the fund since 1998 and has been associated with the advisor and/or its affiliates since 1991.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Global Utilities 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. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges listed in that section.

DIVIDENDS AND DISTRIBUTIONS

The fund expects that its distributions, if any, will consist of 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.

5

\ -------------------------
AIM GLOBAL UTILITIES 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 2001 and 2000 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 for the prior fiscal years or periods was audited by other public accountants.

A significant portion of the fund's returns was attributable to its investments in IPOs during certain fiscal years prior to 2001, including the fiscal year ended 2000, which had a magnified impact on the fund due to its relatively small asset base during that period. As the fund's assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the fund's total return.

                                                                                         CLASS A
                                                         ------------------------------------------------------------------------
                                                                                 YEAR ENDED DECEMBER 31,
                                                         ------------------------------------------------------------------------
                                                         2001(a)         2000(a)         1999(a)           1998            1997
                                                         --------        --------        --------        --------        --------
Net asset value, beginning of period                     $  22.45        $  26.08        $  21.01        $  19.26        $  16.01
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                      0.29(b)         0.33            0.38            0.48            0.47
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                             (6.63)          (1.00)           6.60            2.53            3.26
=================================================================================================================================
    Total from investment operations                        (6.34)          (0.67)           6.98            3.01            3.73
=================================================================================================================================
Less distributions:
  Dividends from net investment income                      (0.29)          (0.28)          (0.35)          (0.46)          (0.47)
---------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                     (0.18)          (2.68)          (1.56)          (0.80)          (0.01)
=================================================================================================================================
    Total distributions                                     (0.47)          (2.96)          (1.91)          (1.26)          (0.48)
=================================================================================================================================
Net asset value, end of period                           $  15.64        $  22.45        $  26.08        $  21.01        $  19.26
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(c)                                            (28.33)%         (2.54)%         34.15%          16.01%          23.70%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                 $171,432        $267,200        $238,432        $196,665        $179,456
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets                      1.12%(d)        1.03%           1.10%           1.06%           1.13%
=================================================================================================================================
Ratio of net investment income to average net assets         1.53%(b)(d)     1.23%           1.69%           2.39%           2.79%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                        19%             52%             37%             38%             26%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Calculated using average shares outstanding.

(b)As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been $0.30 and the ratio of net investment income to average net assets would have been 1.57%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.

(c) Does not include sales charges.

(d) Ratios are based on average daily net assets of $217,585,019.

6


AIM GLOBAL UTILITIES FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                       CLASS B
                                                                ------------------------------------------------------
                                                                               YEAR ENDED DECEMBER 31,
                                                                ------------------------------------------------------
                                                                2001(a)    2000(a)     1999(a)       1998       1997
                                                                -------    --------    --------    --------    -------
Net asset value, beginning of period                            $22.38     $  26.03    $  20.98    $  19.24    $ 16.01
----------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                           0.15(b)      0.13        0.21        0.33       0.34
----------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                  (6.60)       (1.01)       6.59        2.53       3.25
======================================================================================================================
    Total from investment operations                             (6.45)       (0.88)       6.80        2.86       3.59
======================================================================================================================
Less distributions:
  Dividends from net investment income                           (0.15)       (0.09)      (0.19)      (0.32)     (0.35)
----------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                          (0.18)       (2.68)      (1.56)      (0.80)     (0.01)
======================================================================================================================
    Total distributions                                          (0.33)       (2.77)      (1.75)      (1.12)     (0.36)
======================================================================================================================
Net asset value, end of period                                  $15.60     $  22.38    $  26.03    $  20.98    $ 19.24
______________________________________________________________________________________________________________________
======================================================================================================================
Total return(c)                                                 (28.87)%      (3.28)%     33.16%      15.14%     22.74%
______________________________________________________________________________________________________________________
======================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $94,615    $160,820    $142,632    $111,866    $94,227
______________________________________________________________________________________________________________________
======================================================================================================================
Ratio of expenses to average net assets                           1.88%(d)     1.80%       1.84%       1.81%      1.91%
======================================================================================================================
Ratio of net investment income to average net assets              0.78%(b)(d)     0.46%     0.95%      1.64%      2.01%
______________________________________________________________________________________________________________________
======================================================================================================================
Portfolio turnover rate                                             19%          52%         37%         38%        26%
______________________________________________________________________________________________________________________
======================================================================================================================

(a) Calculated using average shares outstanding.

(b)As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been the same and the ratio of net investment income to average net assets would have been 0.81%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.

(c) Does not include contingent deferred sales charges.

(d) Ratios are based on average daily net assets of $130,913,088.

                                                                                       CLASS C
                                                              ---------------------------------------------------------
                                                                                                         AUGUST 4, 1997
                                                                                                         (DATE SALES
                                                                                                         COMMENCED)
                                                                      YEAR ENDED DECEMBER 31,                TO
                                                              ---------------------------------------    DECEMBER 31,
                                                              2001(a)    2000(a)    1999(a)     1998        1997
                                                              -------    -------    -------    ------    --------------
Net asset value, beginning of period                          $22.37     $26.02     $20.97     $19.24        $17.67
-----------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                         0.15(b)    0.13       0.21       0.33          0.13
-----------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                (6.60)     (1.01)      6.59       2.52          1.58
=======================================================================================================================
    Total from investment operations                           (6.45)     (0.88)      6.80       2.85          1.71
=======================================================================================================================
Less distributions:
  Dividends from net investment income                         (0.15)     (0.09)     (0.19)     (0.32)        (0.13)
-----------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                        (0.18)     (2.68)     (1.56)     (0.80)        (0.01)
=======================================================================================================================
    Total distributions                                        (0.33)     (2.77)     (1.75)     (1.12)        (0.14)
=======================================================================================================================
Net asset value, end of period                                $15.59     $22.37     $26.02     $20.97        $19.24
_______________________________________________________________________________________________________________________
=======================================================================================================================
Total return(c)                                               (28.88)%    (3.28)%    33.18%     15.09%         9.74%
_______________________________________________________________________________________________________________________
=======================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $11,679    $17,727    $6,702     $2,994        $1,183
_______________________________________________________________________________________________________________________
=======================================================================================================================
Ratio of expenses to average net assets                         1.88%(d)   1.80%      1.84%      1.81%         1.90%(e)
=======================================================================================================================
Ratio of net investment income to average net assets            0.78%(b)(d)   0.46%   0.95%      1.64%         2.02%(e)
_______________________________________________________________________________________________________________________
=======================================================================================================================
Portfolio turnover rate                                           19%        52%        37%        38%           26%
_______________________________________________________________________________________________________________________
=======================================================================================================================

(a) Calculated using average shares outstanding.

(b)As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been the same and the ratio of net investment income to average net assets would have been 0.81%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.

(c) Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(d) Ratios are based on average daily net assets of $15,035,993.

(e) Annualized.

7


THE AIM FUNDS

SHAREHOLDER INFORMATION

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to many other mutual funds (the AIM Funds). The following information is about all the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. When choosing a share class, you should consider the factors below:

CLASS A                              CLASS B                              CLASS C
---------------------------------------------------------------------------------------------------------
- Initial sales charge               - No initial sales charge            - No initial sales charge

- Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain                   charge on redemptions within six     charge on redemptions within
  purchases(1,2)                       years                                one year(2)

- Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares at      - Does not convert to Class A
                                       the end of the month which is        shares
                                       eight years after the date on
                                       which shares were purchased
                                       along with a pro rata portion
                                       of its reinvested dividends and
                                       distributions(3)

- Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors

(1) A contingent deferred sales charge may apply in some cases.
(2) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.
(3) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares.

AIM Global Trends Fund: If you held Class B shares on May 29, 1998 and continue to hold them, those shares will convert to Class A shares of that fund at the end of the month which is seven years after the date on which shares were purchased. If you exchange those shares for Class B shares of another AIM Fund, the shares into which you exchanged will not convert to Class A shares until the end of the month which is eight years after the date on which you purchased your original shares.


DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc. (the distributor) 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 AIM 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 AIM Funds and classes of those Funds are detailed below. 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 AIM Funds are grouped into three categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular AIM Fund is classified.

CATEGORY I INITIAL SALES CHARGES
-------------------------------------------------------------
                                          Investor's
                                         Sales Charge
                                 ----------------------------
AMOUNT OF INVESTMENT               As a % of       As a % of
IN SINGLE TRANSACTION(1)         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
-------------------------------------------------------------

(1) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.

A-1 MCF--1/02



THE AIM FUNDS

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

SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund.

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 and II 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 contingent deferred sales charge (CDSC) of 1%.

You can also make a Large Purchase of Class A shares of Category III Funds at net asset value. If your purchase occurs on or after November 15, 2001, the shares will be subject to a 0.25% CDSC if you redeem them prior to 12 months after the date of purchase.

If you currently own Class A shares of a Category I, II or III 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 a CDSC (an 18-month, 1.0% CDSC for Category I and II Fund shares, and a 12-month, 0.25% CDSC for Category III Fund shares.) The CDSC for Category III Fund shares will not apply to additional purchases made prior to November 15, 2001.

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.

The distributor may pay a dealer concession and/or a service fee for Large Purchases.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES

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

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 have redeemed 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 consultant must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment.

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.

Rights of Accumulation

You may combine your new purchases of Class A shares with shares currently owned (Class A, B or C) 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 current value of all other shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of AIM 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.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

MCF--1/02 A-2



THE AIM FUNDS

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain AIM Funds;

- when using the reinstatement privileges; and

- when a merger, consolidation, or acquisition of assets of an AIM 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 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. Consult the fund's Statement of Additional Information for details.

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
----------------------------------------------------------------------------------------------------------------
Savings Plans (money-purchase/profit sharing     $  0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)

Automatic Investment Plans                        50                                                  25

IRA, Education IRA or Roth IRA                   250                                                  50

All other accounts                               500                                                  50
----------------------------------------------------------------------------------------------------------------

The minimum initial investment for AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund (the Special Opportunities Funds) accounts is $10,000. The minimum subsequent investment is $1,000. The maximum amount for a single purchase order of AIM Small Cap Opportunities Fund is $250,000.

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.

PURCHASE OPTIONS
----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and check to the transfer agent,       slip from your confirmation
                                A I M Fund Services, Inc.,             statement to the transfer agent.
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

A-3 MCF--1/02



THE AIM FUNDS

                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
By AIM Bank Connection(SM)      Open your account using one of the     Select the AIM Bank Connection
                                methods 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.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
----------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing the AIM Fund 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 $25 ($1,000 for any of the Special Opportunities Funds). You may stop the Automatic Investment 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 AIM Fund account to one or more other AIM 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 10th or 25th day of the month, whichever you specify, in the amount you specify. The minimum amount you can exchange to a Special Opportunities Fund is $1,000. The minimum amount you can exchange to another AIM Fund is $25.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any AIM Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same AIM Fund. You may invest your dividends and distributions (1) into another AIM Fund in the same class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM Money Market Fund, or vice versa.

You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at least $5,000; or (b) in the AIM Fund receiving the dividend must be at least $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into another AIM Fund.

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 AIM Fund holdings should be rebalanced, on a percentage basis, between two and ten of your AIM Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your AIM Funds for shares of the same class of one or more other AIM Funds in your portfolio. 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.

RETIREMENT PLANS

Shares of most of the AIM 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 AIM sponsored retirement plans, which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans, SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. The plan custodian of the AIM sponsored retirement plan assesses an annual maintenance fee of $10. Contact your financial consultant for details.

MCF--1/02 A-4



THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC).

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE PRIOR TO NOVEMBER 15,
2001.

If you purchased $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund at net asset value prior to November 15, 2001, or entered into a Letter of Intent prior to November 15, 2001 to purchase $1,000,000 or more of Class A shares of a Category I, II or III Fund at net asset value, your shares may be subject to a contingent deferred sales charge (CDSC) upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - No CDSC
  shares of     Category III Fund
  Category    - Class A shares of
  III Fund      AIM Tax-Exempt Cash
                Fund
              - AIM Cash Reserve
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE ON AND AFTER NOVEMBER 15,
2001

If you purchase $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund on and after November 15, 2001, or if you make additional purchases of Class A shares or AIM Cash Reserve Shares on and after November 15, 2001 at net asset value, your shares may be subject to a CDSC upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category      Fund                    months of initial
  III Fund                              purchase of
                                        Category III Fund
                                        shares

- Class A     - Class A shares of     - 0.25% if shares are
  shares of     Category III Fund       redeemed within 12
  Category    - Class A shares of       months of initial
  III Fund      AIM Tax-Exempt Cash     purchase of
                Fund                    Category III Fund
              - AIM Cash Reserve        shares
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS B SHARES ACQUIRED BY

EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM Floating Rate Fund, the early withdrawal charge applicable to shares of AIM Floating Rate Fund will be applied instead of the CDSC normally applicable to Class B shares.

HOW TO REDEEM SHARES

Through a Financial           Contact your financial consultant.
  Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM 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.

A-5 MCF--1/02



THE AIM FUNDS

By Telephone                  Call the transfer agent. 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 accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. 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.
                              You may, with limited exceptions, redeem from an IRA account
                              by telephone. Redemptions from other types of retirement
                              accounts must be requested in writing.

By AIM Internet Connect       Place your redemption request at www.aimfunds.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
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. 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.
------------------------------------------------------------------------------------------

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.

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 and 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 and are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

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 Withdrawal 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 and AIM Cash Reserve Shares of AIM Money Market Fund only)

You may redeem shares of these AIM 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.

MCF--1/02 A-6



THE AIM FUNDS

REINSTATEMENT PRIVILEGES

You may, within 120 days after you sell shares (except Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), reinvest all or part of your redemption proceeds in Class A shares of any AIM Fund at net asset value in an identically registered account.
You may, within 120 days after you sell Class A shares of a Category III Fund, reinvest all or part of your redemption proceeds in Class A shares of that same Category III Fund at net asset value in an identically registered account.
The reinvestment amount must meet the subsequent investment minimum as indicated in the section "Purchasing Shares".
If you paid a contingent deferred sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC if you later redeem that amount.

You must notify the transfer agent in writing at the time you reinstate that you are exercising your reinstatement privilege.

REDEMPTIONS BY THE AIM FUNDS

If your account 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 for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the AIM 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 or by utilizing the Automatic Investment Plan.
If an AIM Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, the AIM 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 AIM Fund for those of another AIM Fund. Before requesting an exchange, review the prospectus of the AIM 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.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the same class of another AIM Fund. You may also exchange Class A shares of an AIM Fund for AIM Cash Reserve Shares of AIM Money Market Fund. 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 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

(a) one another;

(b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or

(c) Class A shares of another AIM 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) one another;

(b) Class A shares of an AIM Fund subject to an initial sales charge (except for 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

(c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, but only if you acquired the original shares by exchange from Class A shares subject to an initial sales charge.

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, and Class C shares for other Class C shares; or

(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class C shares.

A-7 MCF--1/02



THE AIM FUNDS

EXCHANGES NOT PERMITTED

Certain classes of shares are not covered by the exchange privilege.

For shares purchased prior to November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of Category III Funds purchased at net asset value for Class A shares of a Category I or II Fund;

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund;

- 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 I or II Funds that are subject to a CDSC; or

- 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 Funds that are subject to a CDSC.

For shares purchased on or after November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other AIM Fund that are subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund or for Class A shares of any AIM Fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II 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 or II Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- You must meet the minimum purchase requirements for the AIM Fund into which you are exchanging;

- Shares of the AIM 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;

- If you have physical share certificates, you must return them to the transfer agent prior to the exchange; and

- You are limited to a maximum of 10 exchanges per calendar year, because excessive short-term trading or market-timing activity can hurt fund performance. If you exceed that limit, or if an AIM Fund or the distributor determines, in its sole discretion, that your short-term trading is excessive or that you are engaging in market-timing activity, it may reject any additional exchange orders. An exchange is the movement out of (redemption) one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM 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. There is no fee for exchanges. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM Funds or the distributor may modify or discontinue this privilege at any time.

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 AIM 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 (1) you do not hold physical share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

MCF--1/02 A-8



THE AIM FUNDS

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time you held the original shares will be added to the holding period of the Class B or Class C 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 B shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.


EACH AIM 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 AIM FUND;

- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

- WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The AIM Funds value portfolio securities for which market quotations are readily available at market value. The AIM Funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund and AIM Tax-Exempt Cash Fund value all of 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.
The AIM Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the NYSE, events occur that materially affect the value of the security, the AIM Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board of Directors or Trustees of the AIM Fund. The effect of using fair value pricing is that an AIM Fund's net asset value will be subject to the judgment of the Board of Directors or Trustees or its designee instead of being determined by the market. Because some of the AIM Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the AIM Funds do not price their shares, the value of those funds' assets may change on days when you will not be able to purchase or redeem fund shares.

Each AIM 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 any 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.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The AIM Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. An AIM 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. Different tax rates may apply to ordinary income and long-term capital gain distributions, regardless of how long you have held your shares. Every year, you will be sent information showing the amount of dividends and distributions you received from each AIM Fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of AIM Fund shares will be subject to federal income tax. Exchanges of shares for shares of another AIM 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 AIM Fund shares may differ materially from the federal income tax consequences described above. You should consult your tax advisor before investing.

A-9 MCF--1/02



AIM GLOBAL UTILITIES FUND

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 this 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.

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:                  A I M Fund Services, Inc.
                          P.O. Box 4739
                          Houston, TX 77210-4739

BY TELEPHONE:             (800) 347-4246

ON THE INTERNET:          You can send us a request
                          by e-mail or download
                          prospectuses, annual or
                          semiannual reports via
                          our website:
                          http://www.aimfunds.com

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

You also can review and obtain copies of the fund's SAI, reports 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 duplication 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 Global Utilities Fund
 SEC 1940 Act file number: 811-1540
------------------------------------

[AIM LOGO APPEARS HERE]    www.aimfunds.com   GLU-PRO-1   INVEST WITH DISCIPLINE
--Registered Trademark--                                --Registered Trademark--


AIM INTERNATIONAL EMERGING
GROWTH FUND

AIM International Emerging Growth Fund seeks to provide long-term growth of capital.

AIM--Registered Trademark--

PROSPECTUS

MAY 1, 2002

                               This prospectus contains important
                               information about Class A, B, and C 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.

                               Investments in the fund:
                                  - are not FDIC insured;
                                  - may lose value; and
                                  - are not guaranteed by a bank.

[AIM LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
--Registered Trademark--                    --Registered Trademark--

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

AIM INTERNATIONAL EMERGING GROWTH FUND

TABLE OF CONTENTS

INVESTMENT OBJECTIVE AND STRATEGIES                  1
------------------------------------------------------

PRINCIPAL RISKS OF INVESTING IN THE FUND             1
------------------------------------------------------

PERFORMANCE INFORMATION                              3
------------------------------------------------------

Annual Total Return                                  3

Performance Table                                    3

FEE TABLE AND EXPENSE EXAMPLE                        4
------------------------------------------------------

Fee Table                                            4

Expense Example                                      4

FUND MANAGEMENT                                      5
------------------------------------------------------

The Advisor                                          5

Advisor Compensation                                 5

Portfolio Managers                                   5

OTHER INFORMATION                                    5
------------------------------------------------------

Sales Charges                                        5

Dividends and Distributions                          5

FINANCIAL HIGHLIGHTS                                 6
------------------------------------------------------

SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------

Choosing a Share Class                             A-1

Purchasing Shares                                  A-3

Redeeming Shares                                   A-5

Exchanging Shares                                  A-7

Pricing of Shares                                  A-9

Taxes                                              A-9

OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investor, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE 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, myaim.com, The AIM College Savings Plan, AIM Solo 401(k) and AIM Lifetime America are service marks of A I M Management Group 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 INTERNATIONAL EMERGING 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 at least 65% of its total assets in securities of international companies the portfolio managers believe are likely to benefit from new or innovative products, services or processes. These securities may include common stocks, convertible bonds, convertible preferred stocks and warrants. While the fund will invest without regard to market capitalization, the fund expects to invest its assets primarily in securities of small- and medium-sized companies. Under normal conditions, the top 10 holdings may comprise up to one-third of the fund's total assets.

At least 65% of the fund's total assets will be invested in securities of companies located in countries outside of the United States. The fund will normally invest in companies located in at least four countries outside of the United States. The fund may invest up to 35% of its total assets in the securities of foreign companies located in developing countries, i.e., those that are in the initial stages of their industrial cycles. The fund may invest up to 35% of its total assets in securities of U.S. companies.

The fund may invest up to 20% of its total assets in securities exchangeable for or convertible into equity securities of foreign issuers. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.

The portfolio managers purchase securities of companies that have experienced, or that they believe have the potential for, above-average, long-term growth. In selecting countries in which the fund will invest, the portfolio managers also consider such factors as the prospect for relative economic growth among countries or regions, economic or political conditions, currency exchange fluctuations, tax considerations and the liquidity of a particular security. The portfolio managers consider whether to sell a particular security when any of these factors materially changes.

The fund is non-diversified, which means it can invest a greater percentage of its assets in any one issuer than a diversified fund can. With respect to 50% of its assets, a non-diversified fund is permitted to invest more than 5% of its assets in the securities of any one issuer.

In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the fund may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. 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 small companies, whose prices may go up and down more than the prices of equity securities of larger, more established companies. Also, since equity securities of small 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 desired price.

The prices of foreign securities may be further affected by other factors, including:

- Currency exchange rates--The dollar value of the fund's foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded.

- Political and economic conditions--The value of the fund's foreign investments may be adversely affected by political and social instability in their home countries and by changes in economic or taxation policies in those countries.

- Regulations--Foreign companies generally are subject to less stringent regulations, including financial and accounting controls, than are U.S. companies. As a result, there generally is less publicly available information about foreign companies than about U.S. companies.

- Markets--The securities markets of other countries are smaller than U.S. securities markets. As a result, many foreign securities may be less liquid and more volatile than U.S. securities.

These factors may affect the prices of securities issued by foreign companies located in developing countries more than those in countries with mature economies. For example, many developing countries have, in the past, experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, thereby causing the value of investments in companies located in those countries to decline. Transaction costs are

1


AIM INTERNATIONAL EMERGING GROWTH FUND

often higher in developing countries and there may be delays in settlement procedures.

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.

A large percentage of the fund's assets may be invested in a limited number of securities. In addition, as a non-diversified fund, the fund will invest in fewer securities than if it were a diversified fund. As a result, a change in the value of these securities could significantly affect the value of your investment in the fund.

The fund may participate in the initial public offering (IPO) market in some market cycles. Because of the fund's small asset base, any investment the fund may make in IPOs may significantly increase the fund's total return. As the fund's assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the fund's total return.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

2


AIM INTERNATIONAL EMERGING 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 RETURN


The following bar chart shows the performance of the fund's Class A shares. The bar chart does not reflect sales loads. If it did, the annual total return shown would be lower.

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURNS
-----------                                                              -------
                                                                              -
2001...................................................................  10.48%

The Class A shares' year-to-date total return as of March 31, 2002 was 7.46%.

During the periods shown in the bar chart, the highest quarterly return was 21.34% (quarter ended December 31, 2001) and the lowest quarterly return was -17.19% (quarter ended March 31, 2001).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index. The fund's performance reflects payment of sales loads.

AVERAGE ANNUAL TOTAL RETURNS
----------------------------------------------------------------------------------------
         (for the periods ended                            SINCE           INCEPTION
           December 31, 2001)                1 YEAR      INCEPTION            DATE
----------------------------------------------------------------------------------------
Class A                                                                      08/31/00
  Return Before Taxes                        (15.37)%       (25.57)%
  Return After Taxes on Distributions        (15.53)        (25.68)
  Return After Taxes on Distributions
     and Sale of Fund Shares                  (9.36)        (20.30)
Class B                                                                      08/31/00
  Return Before Taxes                        (15.52)        (25.21)
Class C                                                                      08/31/00
  Return Before Taxes                        (11.96)        (22.88)
----------------------------------------------------------------------------------------
MSCI EAFE--Registered Trademark--
  Index(1) (reflects no deduction for
  fees, expenses, or taxes)                  (21.44)     (21.45)(2)        08/31/00(2)
----------------------------------------------------------------------------------------

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 and C will vary.

(1) The Morgan Stanley Capital International Europe, Australasia, and Far East Index measures performance of global stock markets in 20 developed countries.

(2)The average annual total return given is since the date closest to the inception date of the class with the longest performance history.

3


AIM INTERNATIONAL EMERGING 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
your investment)                                   CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                 5.50%      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%
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                  CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Management Fees                                     0.95%      0.95%      0.95%

Distribution and/or Service (12b-1) Fees            0.35       1.00       1.00

Interest                                            0.02       0.02       0.02

Other Expenses(3)                                   3.25       3.25       3.25

Total Annual Fund Operating Expenses                4.57%      5.22%      5.22%
Fee Waivers(3,4)                                    2.55       2.55       2.55
Net Expenses                                        2.02       2.67       2.67
--------------------------------------------------------------------------------

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares within 18 months from the date of purchase, you may pay a 1% contingent deferred sales charge (CDSC) at the time of redemption.
(2) There is no guarantee that actual expenses will be the same as those shown in the table.

(3) Other Expenses and Fee Waivers have been restated to reflect expense arrangements in effect as of March 4, 2002.

(4) The advisor has contractually agreed to waive fees and/or reimburse expenses (excluding interest, taxes, dividends on short sales, extraordinary items and increases in expenses due to expense offset arrangements, if any) for Class A, Class B and Class C shares to the extent necessary to limit the Total Annual Fund Operating Expenses of Class A shares to 2.00% (e.g., if AIM waives 2.55% of Class A expenses, AIM will also waive 2.55% of Class B and Class C expenses). This agreement may be terminated at any time.

You may also be charged a transaction or other fee by the financial institution managing your account.

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 invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. To the extent fees are waived and/or expenses are reimbursed, your expenses will be lower. 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
--------------------------------------------------------------------------------
Class A                                    $  983   $1,854    $2,733     $4,963
Class B                                     1,021    1,861     2,796      5,041
Class C                                       621    1,561     2,596      5,163
--------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $983    $1,854    $2,733     $4,963
Class B                                      521     1,561     2,596      5,041
Class C                                      521     1,561     2,596      5,163
--------------------------------------------------------------------------------

4


AIM INTERNATIONAL EMERGING GROWTH FUND

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor) 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 150 investment portfolios, including the fund, encompassing a broad range of investment objectives.

ADVISOR COMPENSATION

The advisor is to receive a fee from the fund calculated at the annual rate of 0.95% of average daily net assets. During the fiscal year ended December 31, 2001, the advisor did not receive any compensation.

PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual members of the team who are primarily responsible for the day-to-day management of the fund's portfolio are

- Shuxin Cao, Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1997.

- Borge Endresen, Portfolio Manager, who has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 1999. Prior to 1999, he was a full time student.

- A. Dale Griffin, III, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1989.

- Jason T. Holzer, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1996.

- Clas G. Olsson, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1994.

- Barrett K. Sides, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1990.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM International Emerging 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. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges 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.

5


AIM INTERNATIONAL EMERGING 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 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.

                                                                              CLASS A
                                                                ------------------------------------
                                                                                    AUGUST 31,
                                                                                       2000
                                                                                    (DATE OPERATIONS
                                                                                    COMMENCED)
                                                                YEAR ENDED              TO
                                                                DECEMBER 31,        DECEMBER 31,
                                                                 2001(a)              2000(a)
                                                                ------------        ----------------
Net asset value, beginning of period                              $  7.97               $ 10.00
----------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                      (0.08)                (0.03)
----------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                     (0.76)                (2.00)
====================================================================================================
    Total from investment operations                                (0.84)                (2.03)
====================================================================================================
Less dividends from net investment income                           (0.03)                   --
====================================================================================================
Net asset value, end of period                                    $  7.10               $  7.97
____________________________________________________________________________________________________
====================================================================================================
Total return(b)                                                    (10.48)%              (20.30)%
____________________________________________________________________________________________________
====================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                          $ 5,202               $ 5,625
____________________________________________________________________________________________________
====================================================================================================
Ratio of expenses to average net assets (including interest
  expense):
  With fee waivers and expense reimbursements                        2.02%(c)              2.11%(d)
----------------------------------------------------------------------------------------------------
  Without fee waivers and expense reimbursements                     4.55%(c)              6.83%(d)
====================================================================================================
Ratio of expenses to average net assets (excluding interest
  expense):
  With fee waivers and expense reimbursements                        2.02%(c)              2.11%(d)
----------------------------------------------------------------------------------------------------
  Without fee waivers and expense reimbursements                     4.53%(c)              6.83%(d)
____________________________________________________________________________________________________
====================================================================================================
Ratio of net investment income (loss) to average net assets         (1.12)%(c)            (1.09)%(d)
____________________________________________________________________________________________________
====================================================================================================
Ratio of interest expense to average net assets                      0.02%(c)                --
____________________________________________________________________________________________________
====================================================================================================
Portfolio turnover rate                                               145%                   30%
____________________________________________________________________________________________________
====================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $5,610,302.

(d)Annualized.

6


AIM INTERNATIONAL EMERGING GROWTH FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                            CLASS B
                                                                --------------------------------
                                                                                AUGUST 31,
                                                                                   2000
                                                                                (DATE OPERATIONS
                                                                                COMMENCED)
                                                                YEAR ENDED          TO
                                                                DECEMBER 31,    DECEMBER 31,
                                                                 2001(a)          2000(a)
                                                                ------------    ----------------
Net asset value, beginning of period                              $  7.95           $ 10.00
------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                      (0.13)            (0.05)
------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                     (0.75)            (2.00)
================================================================================================
    Total from investment operations                                (0.88)            (2.05)
================================================================================================
Net asset value, end of period                                    $  7.07           $  7.95
________________________________________________________________________________________________
================================================================================================
Total return(b)                                                    (11.07)%          (20.50)%
________________________________________________________________________________________________
================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                          $ 2,016           $ 1,992
________________________________________________________________________________________________
================================================================================================
Ratio of expenses to average net assets (including interest
  expense):
  With fee waivers and expense reimbursements                        2.72%(c)          2.81%(d)
------------------------------------------------------------------------------------------------
  Without fee waivers and expense reimbursements                     5.25%(c)          7.53%(d)
________________________________________________________________________________________________
================================================================================================
Ratio of expenses to average net assets (excluding interest
  expense):
  With fee waivers and expense reimbursements                        2.70%(c)          2.81%(d)
------------------------------------------------------------------------------------------------
  Without fee waivers and expense reimbursements                     5.23%(c)          7.53%(d)
________________________________________________________________________________________________
================================================================================================
Ratio of net investment income (loss) to average net assets         (1.83)%(c)        (1.79)%(d)
________________________________________________________________________________________________
================================================================================================
Ratio of interest expense to average net assets                      0.02%(c)            --
________________________________________________________________________________________________
================================================================================================
Portfolio turnover rate                                               145%               30%
________________________________________________________________________________________________
================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average net assets of $1,906,058.

(d)Annualized.

7


AIM INTERNATIONAL EMERGING GROWTH FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                            CLASS C
                                                                --------------------------------
                                                                                  AUGUST
                                                                                 31, 2000
                                                                                (DATE OPERATIONS
                                                                                COMMENCED)
                                                                YEAR ENDED          TO
                                                                DECEMBER 31,    DECEMBER 31,
                                                                 2001(a)          2000(a)
                                                                ------------    ----------------
Net asset value, beginning of period                              $  7.95           $ 10.00
------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                      (0.13)            (0.05)
------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                     (0.75)            (2.00)
================================================================================================
    Total from investment operations                                (0.88)            (2.05)
================================================================================================
Net asset value, end of period                                    $  7.07           $  7.95
________________________________________________________________________________________________
================================================================================================
Total return(b)                                                    (11.07)%          (20.50)%
________________________________________________________________________________________________
================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                          $ 2,588           $ 2,649
________________________________________________________________________________________________
================================================================================================
Ratio of expenses to average net assets (including interest
  expense):
  With fee waivers and expense reimbursements                        2.72%(c)          2.81%(d)
------------------------------------------------------------------------------------------------
  Without fee waivers and expense reimbursements                     5.25%(c)          7.53%(d)
________________________________________________________________________________________________
================================================================================================
Ratio of expenses to average net assets (excluding interest
  expense):
  With fee waivers and expense reimbursements                        2.70%(c)          2.81%(d)
------------------------------------------------------------------------------------------------
  Without fee waivers and expense reimbursements                     5.23%(c)          7.53%(d)
________________________________________________________________________________________________
================================================================================================
Ratio of net investment income (loss) to average net assets         (1.83)%(c)        (1.79)%(d)
________________________________________________________________________________________________
================================================================================================
Ratio of interest expense to average net assets                      0.02%(c)            --
________________________________________________________________________________________________
================================================================================================
Portfolio turnover rate                                               145%               30%
________________________________________________________________________________________________
================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $2,589,920.

(d)Annualized.

8


THE AIM FUNDS

SHAREHOLDER INFORMATION

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to many other mutual funds (the AIM Funds). The following information is about all the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. When choosing a share class, you should consider the factors below:

CLASS A                              CLASS B                              CLASS C
---------------------------------------------------------------------------------------------------------
- Initial sales charge               - No initial sales charge            - No initial sales charge

- Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain                   charge on redemptions within six     charge on redemptions within
  purchases(1,2)                       years                                one year(2)

- Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares at      - Does not convert to Class A
                                       the end of the month which is        shares
                                       eight years after the date on
                                       which shares were purchased
                                       along with a pro rata portion
                                       of its reinvested dividends and
                                       distributions(3)

- Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors

(1) A contingent deferred sales charge may apply in some cases.
(2) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.
(3) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares.

AIM Global Trends Fund: If you held Class B shares on May 29, 1998 and continue to hold them, those shares will convert to Class A shares of that fund at the end of the month which is seven years after the date on which shares were purchased. If you exchange those shares for Class B shares of another AIM Fund, the shares into which you exchanged will not convert to Class A shares until the end of the month which is eight years after the date on which you purchased your original shares.


DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc. (the distributor) 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 AIM 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 AIM Funds and classes of those Funds are detailed below. 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 AIM Funds are grouped into three categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular AIM Fund is classified.

CATEGORY I INITIAL SALES CHARGES
-------------------------------------------------------------
                                          Investor's
                                         Sales Charge
                                 ----------------------------
AMOUNT OF INVESTMENT               As a % of       As a % of
IN SINGLE TRANSACTION(1)         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
-------------------------------------------------------------

(1) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.

A-1 MCF--1/02



THE AIM FUNDS

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

SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund.

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 and II 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 contingent deferred sales charge (CDSC) of 1%.

You can also make a Large Purchase of Class A shares of Category III Funds at net asset value. If your purchase occurs on or after November 15, 2001, the shares will be subject to a 0.25% CDSC if you redeem them prior to 12 months after the date of purchase.

If you currently own Class A shares of a Category I, II or III 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 a CDSC (an 18-month, 1.0% CDSC for Category I and II Fund shares, and a 12-month, 0.25% CDSC for Category III Fund shares.) The CDSC for Category III Fund shares will not apply to additional purchases made prior to November 15, 2001.

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.

The distributor may pay a dealer concession and/or a service fee for Large Purchases.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES

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

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 have redeemed 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 consultant must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment.

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.

Rights of Accumulation

You may combine your new purchases of Class A shares with shares currently owned (Class A, B or C) 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 current value of all other shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of AIM 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.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

MCF--1/02 A-2



THE AIM FUNDS

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain AIM Funds;

- when using the reinstatement privileges; and

- when a merger, consolidation, or acquisition of assets of an AIM 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 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. Consult the fund's Statement of Additional Information for details.

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
----------------------------------------------------------------------------------------------------------------
Savings Plans (money-purchase/profit sharing     $  0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)

Automatic Investment Plans                        50                                                  25

IRA, Education IRA or Roth IRA                   250                                                  50

All other accounts                               500                                                  50
----------------------------------------------------------------------------------------------------------------

The minimum initial investment for AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund (the Special Opportunities Funds) accounts is $10,000. The minimum subsequent investment is $1,000. The maximum amount for a single purchase order of AIM Small Cap Opportunities Fund is $250,000.

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.

PURCHASE OPTIONS
----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and check to the transfer agent,       slip from your confirmation
                                A I M Fund Services, Inc.,             statement to the transfer agent.
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

A-3 MCF--1/02



THE AIM FUNDS

                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
By AIM Bank Connection(SM)      Open your account using one of the     Select the AIM Bank Connection
                                methods 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.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
----------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing the AIM Fund 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 $25 ($1,000 for any of the Special Opportunities Funds). You may stop the Automatic Investment 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 AIM Fund account to one or more other AIM 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 10th or 25th day of the month, whichever you specify, in the amount you specify. The minimum amount you can exchange to a Special Opportunities Fund is $1,000. The minimum amount you can exchange to another AIM Fund is $25.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any AIM Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same AIM Fund. You may invest your dividends and distributions (1) into another AIM Fund in the same class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM Money Market Fund, or vice versa.

You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at least $5,000; or (b) in the AIM Fund receiving the dividend must be at least $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into another AIM Fund.

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 AIM Fund holdings should be rebalanced, on a percentage basis, between two and ten of your AIM Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your AIM Funds for shares of the same class of one or more other AIM Funds in your portfolio. 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.

RETIREMENT PLANS

Shares of most of the AIM 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 AIM sponsored retirement plans, which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans, SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. The plan custodian of the AIM sponsored retirement plan assesses an annual maintenance fee of $10. Contact your financial consultant for details.

MCF--1/02 A-4



THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC).

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE PRIOR TO NOVEMBER 15,
2001.

If you purchased $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund at net asset value prior to November 15, 2001, or entered into a Letter of Intent prior to November 15, 2001 to purchase $1,000,000 or more of Class A shares of a Category I, II or III Fund at net asset value, your shares may be subject to a contingent deferred sales charge (CDSC) upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - No CDSC
  shares of     Category III Fund
  Category    - Class A shares of
  III Fund      AIM Tax-Exempt Cash
                Fund
              - AIM Cash Reserve
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE ON AND AFTER NOVEMBER 15,
2001

If you purchase $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund on and after November 15, 2001, or if you make additional purchases of Class A shares or AIM Cash Reserve Shares on and after November 15, 2001 at net asset value, your shares may be subject to a CDSC upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category      Fund                    months of initial
  III Fund                              purchase of
                                        Category III Fund
                                        shares

- Class A     - Class A shares of     - 0.25% if shares are
  shares of     Category III Fund       redeemed within 12
  Category    - Class A shares of       months of initial
  III Fund      AIM Tax-Exempt Cash     purchase of
                Fund                    Category III Fund
              - AIM Cash Reserve        shares
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS B SHARES ACQUIRED BY

EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM Floating Rate Fund, the early withdrawal charge applicable to shares of AIM Floating Rate Fund will be applied instead of the CDSC normally applicable to Class B shares.

HOW TO REDEEM SHARES

Through a Financial           Contact your financial consultant.
  Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM 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.

A-5 MCF--1/02



THE AIM FUNDS

By Telephone                  Call the transfer agent. 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 accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. 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.
                              You may, with limited exceptions, redeem from an IRA account
                              by telephone. Redemptions from other types of retirement
                              accounts must be requested in writing.

By AIM Internet Connect       Place your redemption request at www.aimfunds.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
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. 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.
------------------------------------------------------------------------------------------

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.

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 and 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 and are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

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 Withdrawal 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 and AIM Cash Reserve Shares of AIM Money Market Fund only)

You may redeem shares of these AIM 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.

MCF--1/02 A-6



THE AIM FUNDS

REINSTATEMENT PRIVILEGES

You may, within 120 days after you sell shares (except Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), reinvest all or part of your redemption proceeds in Class A shares of any AIM Fund at net asset value in an identically registered account.
You may, within 120 days after you sell Class A shares of a Category III Fund, reinvest all or part of your redemption proceeds in Class A shares of that same Category III Fund at net asset value in an identically registered account.
The reinvestment amount must meet the subsequent investment minimum as indicated in the section "Purchasing Shares".
If you paid a contingent deferred sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC if you later redeem that amount.

You must notify the transfer agent in writing at the time you reinstate that you are exercising your reinstatement privilege.

REDEMPTIONS BY THE AIM FUNDS

If your account 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 for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the AIM 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 or by utilizing the Automatic Investment Plan.
If an AIM Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, the AIM 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 AIM Fund for those of another AIM Fund. Before requesting an exchange, review the prospectus of the AIM 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.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the same class of another AIM Fund. You may also exchange Class A shares of an AIM Fund for AIM Cash Reserve Shares of AIM Money Market Fund. 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 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

(a) one another;

(b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or

(c) Class A shares of another AIM 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) one another;

(b) Class A shares of an AIM Fund subject to an initial sales charge (except for 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

(c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, but only if you acquired the original shares by exchange from Class A shares subject to an initial sales charge.

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, and Class C shares for other Class C shares; or

(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class C shares.

A-7 MCF--1/02



THE AIM FUNDS

EXCHANGES NOT PERMITTED

Certain classes of shares are not covered by the exchange privilege.

For shares purchased prior to November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of Category III Funds purchased at net asset value for Class A shares of a Category I or II Fund;

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund;

- 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 I or II Funds that are subject to a CDSC; or

- 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 Funds that are subject to a CDSC.

For shares purchased on or after November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other AIM Fund that are subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund or for Class A shares of any AIM Fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II 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 or II Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- You must meet the minimum purchase requirements for the AIM Fund into which you are exchanging;

- Shares of the AIM 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;

- If you have physical share certificates, you must return them to the transfer agent prior to the exchange; and

- You are limited to a maximum of 10 exchanges per calendar year, because excessive short-term trading or market-timing activity can hurt fund performance. If you exceed that limit, or if an AIM Fund or the distributor determines, in its sole discretion, that your short-term trading is excessive or that you are engaging in market-timing activity, it may reject any additional exchange orders. An exchange is the movement out of (redemption) one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM 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. There is no fee for exchanges. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM Funds or the distributor may modify or discontinue this privilege at any time.

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 AIM 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 (1) you do not hold physical share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

MCF--1/02 A-8



THE AIM FUNDS

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time you held the original shares will be added to the holding period of the Class B or Class C 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 B shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.


EACH AIM 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 AIM FUND;

- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

- WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The AIM Funds value portfolio securities for which market quotations are readily available at market value. The AIM Funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund and AIM Tax-Exempt Cash Fund value all of 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.
The AIM Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the NYSE, events occur that materially affect the value of the security, the AIM Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board of Directors or Trustees of the AIM Fund. The effect of using fair value pricing is that an AIM Fund's net asset value will be subject to the judgment of the Board of Directors or Trustees or its designee instead of being determined by the market. Because some of the AIM Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the AIM Funds do not price their shares, the value of those funds' assets may change on days when you will not be able to purchase or redeem fund shares.

Each AIM 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 any 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.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The AIM Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. An AIM 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. Different tax rates may apply to ordinary income and long-term capital gain distributions, regardless of how long you have held your shares. Every year, you will be sent information showing the amount of dividends and distributions you received from each AIM Fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of AIM Fund shares will be subject to federal income tax. Exchanges of shares for shares of another AIM 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 AIM Fund shares may differ materially from the federal income tax consequences described above. You should consult your tax advisor before investing.

A-9 MCF--1/02



AIM INTERNATIONAL EMERGING GROWTH FUND

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 this 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.

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:                  A I M Fund Services, Inc.
                          P.O. Box 4739
                          Houston, TX 77210-4739

BY TELEPHONE:             (800) 347-4246

ON THE INTERNET:          You can send us a request
                          by e-mail or download
                          prospectuses, annual or
                          semiannual reports via
                          our website:
                          http://www.aimfunds.com

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

You also can review and obtain copies of the fund's SAI, reports 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 duplication 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 International Emerging Growth Fund

 SEC 1940 Act file number: 811-1540
--------------------------------------

[AIM LOGO APPEARS HERE]    www.aimfunds.com   IEG-PRO-1   INVEST WITH DISCIPLINE
--Registered Trademark--                                --Registered Trademark--

      AIM MID CAP BASIC

      VALUE FUND
      --------------------------------------------------------------------------

AIM Mid Cap Basic Value Fund seeks to provide long-term growth of capital.

AIM--Registered Trademark--

PROSPECTUS

MAY 1, 2002

                               This prospectus contains important
                               information about the Class A, B and C
                               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 LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
--Registered Trademark--                    --Registered Trademark--

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

AIM MID CAP BASIC VALUE FUND

TABLE OF CONTENTS

INVESTMENT OBJECTIVE AND STRATEGIES                  1
------------------------------------------------------

PRINCIPAL RISKS OF INVESTING IN THE FUND             1
------------------------------------------------------

FEE TABLE AND EXPENSE EXAMPLE                        2
------------------------------------------------------

Fee Table                                            2

Expense Example                                      2

FUND MANAGEMENT                                      3
------------------------------------------------------

The Advisor                                          3

Advisor Compensation                                 3

Portfolio Managers                                   3

OTHER INFORMATION                                    3
------------------------------------------------------

Sales Charges                                        3

Dividends and Distributions                          3

FINANCIAL HIGHLIGHTS                                 4
------------------------------------------------------

SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------

Choosing a Share Class                             A-1

Purchasing Shares                                  A-3

Redeeming Shares                                   A-5

Exchanging Shares                                  A-7

Pricing of Shares                                  A-9

Taxes                                              A-9

OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investor, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE 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, myaim.com, The AIM College Savings Plan, AIM Solo 401(k) and AIM Lifetime America are service marks of A I M Management Group 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 MID CAP BASIC VALUE 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 net assets in securities of companies that have market capitalizations, at the time of purchase, within the range of market capitalizations of companies included in the Russell Midcap--Trademark-- Index and that offer potential for capital growth. These securities may include common stocks, convertible bonds, convertible preferred stocks and warrants. The Russell Midcap--Trademark-- Index is an unmanaged index of common stocks that measures the performance of the smallest 800 companies in the Russell 1000--Registered Trademark-- Index. These companies are considered representative of medium-sized companies. Under normal conditions, the top 10 holdings may comprise at least a third of the portfolio's net assets.

The fund may also invest up to 25% of its total assets in foreign securities. The fund may also invest in debt instruments that are consistent with its investment objective of long-term growth of capital. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.

The portfolio managers purchase securities of companies that they believe are undervalued in relation to long-term earning power, capital structure and cash flows, among other factors. 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 conditions, for cash management purposes, or for defensive purposes, the fund may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. 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. 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 portfolio to sell securities at a desirable price. 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 this 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.

Also, since a large percentage of the fund's assets will be invested in a limited number of securities, any change in the value of those securities could significantly affect the value of your investment in 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.

The fund may participate in the initial public offering (IPO) market in some market cycles. Because of the fund's small asset base, any investment the fund may make in IPOs may significantly increase the fund's total return. As the fund's assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the fund's total return.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

1


AIM MID 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 from
your investment)                                   CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                  5.50%      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%
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                  CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Management Fees                                     0.80%      0.80%      0.80%

Distribution and/or Service (12b-1) Fees            0.35       1.00       1.00

Other Expenses(3)                                   0.62       0.62       0.62

Total Annual Fund Operating Expenses                1.77       2.42       2.42
--------------------------------------------------------------------------------

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares within 18 months from the date of purchase, you may pay a 1% contingent deferred sales charge (CDSC) at the time of redemption.
(2) There is no guarantee that actual expenses will be the same as those shown in the table.

(3) Other Expenses have been restated to reflect expense arrangements in effect as of March 4, 2002 and are based on estimated amounts for the current fiscal year.

You may also be charged a transaction or other fee by the financial institution managing your account.

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 invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. To the extent fees are waived and/or expenses are reimbursed, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                           1 YEAR   3 YEARS
-----------------------------------------------------------
Class A                                     $720    $1,077
Class B                                      746     1,058
Class C                                      346       758
-----------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

                                           1 YEAR   3 YEARS
-----------------------------------------------------------
Class A                                     $720    $1,077
Class B                                      245       755
Class C                                      245       755
-----------------------------------------------------------

2


AIM MID CAP BASIC VALUE FUND

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor) serves as the investment advisor. 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 150 investment portfolios, including the fund, encompassing a broad range of investment objectives.

ADVISOR COMPENSATION

The advisor is to receive a fee from the fund calculated at the annual rate of 0.80% of the first $1 billion of average daily net assets, 0.75% of the next $4 billion of average daily net assets and 0.70% of average daily net assets over $5 billion. During the fiscal year ended December 31, 2001, the advisor did not receive any compensation.

PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual members of the team who are primarily responsible for the day-to-day management of the fund's portfolio are

- Matthew W. Seinsheimer, Portfolio Manager, who has been responsible for the fund since 2001 and has been associated with the advisor and/or its affiliates since 1998. From 1995 to 1998, he was Portfolio Manager for American Indemnity Company.

- Michael J. Simon, Portfolio Manager, who has been responsible for the fund since 2001 and has been associated with the advisor and/or its affiliates since 2001. From 1996 to 2001, he was equity analyst and Portfolio Manager with Luther King Capital Management.

- Bret W. Stanley, Senior Portfolio Manager, who has been responsible for the fund since 2001 and has been associated with the advisor and/or its affiliates since 1998. From 1994 to 1998, he was Vice President and Portfolio Manager with Van Kampen American Capital Asset Management, Inc.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Mid 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. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges 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.

3


AIM MID 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).

This information 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.

                                                                     CLASS A
                                                                -----------------
                                                                DECEMBER 31, 2001
                                                                (DATE OPERATIONS
                                                                 COMMENCED)
                                                                -----------------
Net asset value, beginning of period                                 $ 10.00
---------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                                 0.00
---------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                        (0.01)
=================================================================================
    Total from investment operations                                   (0.01)
=================================================================================
Net asset value, end of period                                       $  9.99
_________________________________________________________________________________
=================================================================================
Total return(a)                                                        (0.10)%
_________________________________________________________________________________
=================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                             $   400
_________________________________________________________________________________
=================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                      1.80%(b)
---------------------------------------------------------------------------------
  Without fee waivers                                                 199.49%(b)
=================================================================================
Ratio of net investment income (loss) to average net assets            (0.31)%(b)
_________________________________________________________________________________
=================================================================================

(a)Does not include sales charges and is not annualized for periods less than one year.

(b)Ratios are annualized and based on average daily net assets of $400,000.

                                                                     CLASS B
                                                                -----------------
                                                                DECEMBER 31, 2001
                                                                (DATE OPERATIONS
                                                                 COMMENCED)
                                                                -----------------
Net asset value, beginning of period                                 $ 10.00
---------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                                 0.00
---------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                        (0.01)
=================================================================================
    Total from investment operations                                   (0.01)
=================================================================================
Net asset value, end of period                                       $  9.99
_________________________________________________________________________________
=================================================================================
Total return(a)                                                        (0.10)%
_________________________________________________________________________________
=================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                             $   300
_________________________________________________________________________________
=================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                      2.45%(b)
---------------------------------------------------------------------------------
  Without fee waivers                                                 200.14%(b)
=================================================================================
Ratio of net investment income (loss) to average net assets            (0.96)%(b)
_________________________________________________________________________________
=================================================================================

(a)Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(b)Ratios are annualized and based on average daily net assets of $300,000.

4


AIM MID CAP BASIC VALUE FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                   CLASS C
                                                              -----------------
                                                              DECEMBER 31, 2001
                                                              (DATE OPERATIONS
                                                               COMMENCED)
                                                              -----------------
Net asset value, beginning of period                               $ 10.00
-------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                               0.00
-------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                      (0.01)
===============================================================================
    Total from investment operations                                 (0.01)
===============================================================================
Net asset value, end of period                                     $  9.99
_______________________________________________________________________________
===============================================================================
Total return(a)                                                      (0.10)%
_______________________________________________________________________________
===============================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                           $   300
_______________________________________________________________________________
===============================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                    2.45%(b)
-------------------------------------------------------------------------------
  Without fee waivers                                               200.14%(b)
===============================================================================
Ratio of net investment income (loss) to average net assets          (0.96)%(b)
_______________________________________________________________________________
===============================================================================

(a)Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(b)Ratios are annualized and based on average daily net assets of $300,000.

5


THE AIM FUNDS

SHAREHOLDER INFORMATION

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to many other mutual funds (the AIM Funds). The following information is about all the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. When choosing a share class, you should consider the factors below:

CLASS A                              CLASS B                              CLASS C
---------------------------------------------------------------------------------------------------------
- Initial sales charge               - No initial sales charge            - No initial sales charge

- Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain                   charge on redemptions within six     charge on redemptions within
  purchases(1,2)                       years                                one year(2)

- Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares at      - Does not convert to Class A
                                       the end of the month which is        shares
                                       eight years after the date on
                                       which shares were purchased
                                       along with a pro rata portion
                                       of its reinvested dividends and
                                       distributions(3)

- Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors

(1) A contingent deferred sales charge may apply in some cases.
(2) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.
(3) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares.

AIM Global Trends Fund: If you held Class B shares on May 29, 1998 and continue to hold them, those shares will convert to Class A shares of that fund at the end of the month which is seven years after the date on which shares were purchased. If you exchange those shares for Class B shares of another AIM Fund, the shares into which you exchanged will not convert to Class A shares until the end of the month which is eight years after the date on which you purchased your original shares.


DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc. (the distributor) 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 AIM 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 AIM Funds and classes of those Funds are detailed below. 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 AIM Funds are grouped into three categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular AIM Fund is classified.

CATEGORY I INITIAL SALES CHARGES
-------------------------------------------------------------
                                          Investor's
                                         Sales Charge
                                 ----------------------------
AMOUNT OF INVESTMENT               As a % of       As a % of
IN SINGLE TRANSACTION(1)         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
-------------------------------------------------------------

(1) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.

A-1 MCF--1/02



THE AIM FUNDS

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

SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund.

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 and II 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 contingent deferred sales charge (CDSC) of 1%.

You can also make a Large Purchase of Class A shares of Category III Funds at net asset value. If your purchase occurs on or after November 15, 2001, the shares will be subject to a 0.25% CDSC if you redeem them prior to 12 months after the date of purchase.

If you currently own Class A shares of a Category I, II or III 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 a CDSC (an 18-month, 1.0% CDSC for Category I and II Fund shares, and a 12-month, 0.25% CDSC for Category III Fund shares.) The CDSC for Category III Fund shares will not apply to additional purchases made prior to November 15, 2001.

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.

The distributor may pay a dealer concession and/or a service fee for Large Purchases.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES

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

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 have redeemed 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 consultant must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment.

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.

Rights of Accumulation

You may combine your new purchases of Class A shares with shares currently owned (Class A, B or C) 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 current value of all other shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of AIM 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.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

MCF--1/02 A-2



THE AIM FUNDS

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain AIM Funds;

- when using the reinstatement privileges; and

- when a merger, consolidation, or acquisition of assets of an AIM 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 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. Consult the fund's Statement of Additional Information for details.

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
----------------------------------------------------------------------------------------------------------------
Savings Plans (money-purchase/profit sharing     $  0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)

Automatic Investment Plans                        50                                                  25

IRA, Education IRA or Roth IRA                   250                                                  50

All other accounts                               500                                                  50
----------------------------------------------------------------------------------------------------------------

The minimum initial investment for AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund (the Special Opportunities Funds) accounts is $10,000. The minimum subsequent investment is $1,000. The maximum amount for a single purchase order of AIM Small Cap Opportunities Fund is $250,000.

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.

PURCHASE OPTIONS
----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and check to the transfer agent,       slip from your confirmation
                                A I M Fund Services, Inc.,             statement to the transfer agent.
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

A-3 MCF--1/02



THE AIM FUNDS

                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
By AIM Bank Connection(SM)      Open your account using one of the     Select the AIM Bank Connection
                                methods 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.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
----------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing the AIM Fund 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 $25 ($1,000 for any of the Special Opportunities Funds). You may stop the Automatic Investment 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 AIM Fund account to one or more other AIM 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 10th or 25th day of the month, whichever you specify, in the amount you specify. The minimum amount you can exchange to a Special Opportunities Fund is $1,000. The minimum amount you can exchange to another AIM Fund is $25.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any AIM Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same AIM Fund. You may invest your dividends and distributions (1) into another AIM Fund in the same class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM Money Market Fund, or vice versa.

You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at least $5,000; or (b) in the AIM Fund receiving the dividend must be at least $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into another AIM Fund.

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 AIM Fund holdings should be rebalanced, on a percentage basis, between two and ten of your AIM Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your AIM Funds for shares of the same class of one or more other AIM Funds in your portfolio. 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.

RETIREMENT PLANS

Shares of most of the AIM 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 AIM sponsored retirement plans, which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans, SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. The plan custodian of the AIM sponsored retirement plan assesses an annual maintenance fee of $10. Contact your financial consultant for details.

MCF--1/02 A-4



THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC).

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE PRIOR TO NOVEMBER 15,
2001.

If you purchased $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund at net asset value prior to November 15, 2001, or entered into a Letter of Intent prior to November 15, 2001 to purchase $1,000,000 or more of Class A shares of a Category I, II or III Fund at net asset value, your shares may be subject to a contingent deferred sales charge (CDSC) upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - No CDSC
  shares of     Category III Fund
  Category    - Class A shares of
  III Fund      AIM Tax-Exempt Cash
                Fund
              - AIM Cash Reserve
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE ON AND AFTER NOVEMBER 15,
2001

If you purchase $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund on and after November 15, 2001, or if you make additional purchases of Class A shares or AIM Cash Reserve Shares on and after November 15, 2001 at net asset value, your shares may be subject to a CDSC upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category      Fund                    months of initial
  III Fund                              purchase of
                                        Category III Fund
                                        shares

- Class A     - Class A shares of     - 0.25% if shares are
  shares of     Category III Fund       redeemed within 12
  Category    - Class A shares of       months of initial
  III Fund      AIM Tax-Exempt Cash     purchase of
                Fund                    Category III Fund
              - AIM Cash Reserve        shares
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS B SHARES ACQUIRED BY

EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM Floating Rate Fund, the early withdrawal charge applicable to shares of AIM Floating Rate Fund will be applied instead of the CDSC normally applicable to Class B shares.

HOW TO REDEEM SHARES

Through a Financial           Contact your financial consultant.
  Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM 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.

A-5 MCF--1/02



THE AIM FUNDS

By Telephone                  Call the transfer agent. 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 accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. 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.
                              You may, with limited exceptions, redeem from an IRA account
                              by telephone. Redemptions from other types of retirement
                              accounts must be requested in writing.

By AIM Internet Connect       Place your redemption request at www.aimfunds.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
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. 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.
------------------------------------------------------------------------------------------

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.

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 and 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 and are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

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 Withdrawal 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 and AIM Cash Reserve Shares of AIM Money Market Fund only)

You may redeem shares of these AIM 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.

MCF--1/02 A-6



THE AIM FUNDS

REINSTATEMENT PRIVILEGES

You may, within 120 days after you sell shares (except Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), reinvest all or part of your redemption proceeds in Class A shares of any AIM Fund at net asset value in an identically registered account.
You may, within 120 days after you sell Class A shares of a Category III Fund, reinvest all or part of your redemption proceeds in Class A shares of that same Category III Fund at net asset value in an identically registered account.
The reinvestment amount must meet the subsequent investment minimum as indicated in the section "Purchasing Shares".
If you paid a contingent deferred sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC if you later redeem that amount.

You must notify the transfer agent in writing at the time you reinstate that you are exercising your reinstatement privilege.

REDEMPTIONS BY THE AIM FUNDS

If your account 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 for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the AIM 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 or by utilizing the Automatic Investment Plan.
If an AIM Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, the AIM 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 AIM Fund for those of another AIM Fund. Before requesting an exchange, review the prospectus of the AIM 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.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the same class of another AIM Fund. You may also exchange Class A shares of an AIM Fund for AIM Cash Reserve Shares of AIM Money Market Fund. 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 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

(a) one another;

(b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or

(c) Class A shares of another AIM 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) one another;

(b) Class A shares of an AIM Fund subject to an initial sales charge (except for 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

(c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, but only if you acquired the original shares by exchange from Class A shares subject to an initial sales charge.

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, and Class C shares for other Class C shares; or

(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class C shares.

A-7 MCF--1/02



THE AIM FUNDS

EXCHANGES NOT PERMITTED

Certain classes of shares are not covered by the exchange privilege.

For shares purchased prior to November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of Category III Funds purchased at net asset value for Class A shares of a Category I or II Fund;

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund;

- 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 I or II Funds that are subject to a CDSC; or

- 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 Funds that are subject to a CDSC.

For shares purchased on or after November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other AIM Fund that are subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund or for Class A shares of any AIM Fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II 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 or II Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- You must meet the minimum purchase requirements for the AIM Fund into which you are exchanging;

- Shares of the AIM 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;

- If you have physical share certificates, you must return them to the transfer agent prior to the exchange; and

- You are limited to a maximum of 10 exchanges per calendar year, because excessive short-term trading or market-timing activity can hurt fund performance. If you exceed that limit, or if an AIM Fund or the distributor determines, in its sole discretion, that your short-term trading is excessive or that you are engaging in market-timing activity, it may reject any additional exchange orders. An exchange is the movement out of (redemption) one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM 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. There is no fee for exchanges. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM Funds or the distributor may modify or discontinue this privilege at any time.

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 AIM 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 (1) you do not hold physical share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

MCF--1/02 A-8



THE AIM FUNDS

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time you held the original shares will be added to the holding period of the Class B or Class C 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 B shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.


EACH AIM 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 AIM FUND;

- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

- WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The AIM Funds value portfolio securities for which market quotations are readily available at market value. The AIM Funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund and AIM Tax-Exempt Cash Fund value all of 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.
The AIM Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the NYSE, events occur that materially affect the value of the security, the AIM Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board of Directors or Trustees of the AIM Fund. The effect of using fair value pricing is that an AIM Fund's net asset value will be subject to the judgment of the Board of Directors or Trustees or its designee instead of being determined by the market. Because some of the AIM Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the AIM Funds do not price their shares, the value of those funds' assets may change on days when you will not be able to purchase or redeem fund shares.

Each AIM 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 any 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.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The AIM Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. An AIM 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. Different tax rates may apply to ordinary income and long-term capital gain distributions, regardless of how long you have held your shares. Every year, you will be sent information showing the amount of dividends and distributions you received from each AIM Fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of AIM Fund shares will be subject to federal income tax. Exchanges of shares for shares of another AIM 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 AIM Fund shares may differ materially from the federal income tax consequences described above. You should consult your tax advisor before investing.

A-9 MCF--1/02



AIM MID CAP BASIC VALUE FUND

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 this 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.

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:                  A I M Fund Services, Inc.
                          P.O. Box 4739
                          Houston, TX 77210-4739

BY TELEPHONE:             (800) 347-4246

ON THE INTERNET:          You can send us a request
                          by e-mail or download
                          prospectuses, annual or
                          semiannual reports via our
                          website:
                          http://www.aimfunds.com

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

You also can review and obtain copies of the fund's SAI, reports 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 duplication 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 Mid Cap Basic Value Fund
SEC 1940 Act file number: 811-1540

[AIM LOGO APPEARS HERE]   www.aimfunds.com   MCBV-PRO-1   INVEST WITH DISCIPLINE
--Registered Trademark--                                --Registered Trademark--

      AIM NEW
      TECHNOLOGY FUND
      --------------------------------------------------------------------------

AIM New Technology Fund seeks to provide long-term growth of capital.

AIM--Registered Trademark--

PROSPECTUS

MAY 1, 2002

                               This prospectus contains important
                               information about Class A, B and C
                               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.

                               Investments in the fund:
                                  - are not FDIC insured;
                                  - may lose value; and
                                  - are not guaranteed by a bank.

[AIM LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
--Registered Trademark--                    --Registered Trademark--

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

AIM NEW TECHNOLOGY FUND

TABLE OF CONTENTS

INVESTMENT OBJECTIVE AND STRATEGIES                  1
------------------------------------------------------

PRINCIPAL RISKS OF INVESTING IN THE FUND             1
------------------------------------------------------

Annual Total Return                                  3

Performance Table                                    3

PERFORMANCE INFORMATION                              3
------------------------------------------------------

Annual Total Return                                  3

Performance Table                                    3

FEE TABLE AND EXPENSE EXAMPLE                        4
------------------------------------------------------

Fee Table                                            4

Expense Example                                      4

FUND MANAGEMENT                                      5
------------------------------------------------------

The Advisor                                          5

Advisor Compensation                                 5

Portfolio Managers                                   5

OTHER INFORMATION                                    5
------------------------------------------------------

Sales Charges                                        5

Dividends and Distributions                          5

FINANCIAL HIGHLIGHTS                                 6
------------------------------------------------------

SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------

Choosing a Share Class                             A-1

Purchasing Shares                                  A-3

Redeeming Shares                                   A-5

Exchanging Shares                                  A-7

Pricing of Shares                                  A-9

Taxes                                              A-9

OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investor, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE 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, myaim.com, The AIM College Savings Plan, AIM Solo 401(k) and AIM Lifetime America are service marks of A I M Management Group 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 NEW TECHNOLOGY 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 at least 65% of its total assets in equity securities of technology and science companies the portfolio managers believe are likely to benefit from new or innovative products, services or processes. Such companies include those that develop, manufacture, or sell computer and electronic components and equipment, software, semiconductors, Internet technology, communications services and equipment, mobile communications, broadcasting, healthcare and medical technology, and biotechnology and medical devices. The securities may include common stocks, convertible bonds, convertible preferred stocks and warrants. While the fund will invest without regard to market capitalization, the fund expects to invest a significant portion of its assets in securities of small cap companies. Under normal conditions, the top 10 holdings may comprise up to one third of the fund's total assets. 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.

In analyzing specific companies for possible investment, the portfolio managers ordinarily look for several of the following characteristics:
above-average per share earnings growth; high return on invested capital; a healthy balance sheet; sound financial and accounting policies and overall financial strength; strong competitive advantages; effective research; product development and marketing; development of new technologies; efficient service; pricing flexibility; strong management; and general operating characteristics that will enable the companies to compete successfully in their respective markets. The portfolio managers consider whether to sell a particular security when any of these factors materially changes.

In anticipation of or in response to adverse market conditions, for cash management purposes or for defensive purposes, the fund may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. 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 small- and medium-sized companies, whose prices may go up and down more than the prices of equity securities of larger, more established companies. Also, since equity securities of small- and medium-sized 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 desired price.

Because the fund focuses its investments in the technology and science industries, the value of your fund shares may rise and fall more than the value of shares of a fund that invests more broadly.

The value of the fund's shares is particularly vulnerable to factors affecting the technology and science industries, such as substantial government regulations and the need for governmental approvals, dependency on consumer and business acceptance as new technologies evolve, and large and rapid price movements resulting from, among other things, fierce competition in these industries. Additional factors affecting the technology and science industries and the value of your shares include rapid obsolescence of products and services, short product cycles, and aggressive pricing. Many technology and science companies are small and at an early state of development and, therefore, may be subject to risks such as limited product lines, markets, and financial and managerial resources.

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.

Because a large percentage of the fund's assets may be invested in a limited number of securities, a change in the value of these securities could significantly affect the value of your investment in 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.

1


AIM NEW TECHNOLOGY FUND

PRINCIPAL RISKS OF INVESTING IN THE FUND (CONTINUED)

The fund may participate in the initial public offering (IPO) market, in some market cycles. Because of the fund's small asset base, any investment the fund may make in IPOs may significantly increase the fund's total return. As the fund's assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the fund's total return.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

2


AIM NEW TECHNOLOGY 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 RETURN


The following bar chart shows the performance of the fund's Class A shares. The bar chart does not reflect sales loads. If it did, the annual total return shown would be lower.

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURN
-----------                                                              -------
2001...................................................................  -43.03%

The Class A shares' year-to-date total return as of March 31, 2002 was -9.37%.

During the periods shown in the bar chart, the highest quarterly return was 31.79% (quarter ended June 30, 2001) and the lowest quarterly return was -48.66% (quarter ended March 31, 2001).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index. The fund's performance reflects payment of sales loads.

AVERAGE ANNUAL TOTAL RETURNS
------------------------------------------------------------
(for the periods
ended                            SINCE         INCEPTION
December 31, 2001)    1 YEAR   INCEPTION          DATE
------------------------------------------------------------
Class A                                           8/31/00
  Return Before
     Taxes            (46.14)%    (53.21)%
  Return After Taxes
     on
     Distributions    (46.14)     (53.21)
  Return After Taxes
     on
     Distributions
     and Sale of
     Fund Shares      (28.10)     (41.38)
Class B                                           8/31/00
  Return Before
     Taxes            (46.22)     (52.94)
Class C                                           8/31/00
  Return Before
     Taxes            (43.95)     (51.48)
------------------------------------------------------------
S&P 500 Index(1)
  (reflects no
  deduction for
  fees, expenses, or
  taxes)              (11.88)     (17.84)(2)      8/31/00(2)
------------------------------------------------------------

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 and C will vary.

(1) The Standard & Poor's 500 Index is an unmanaged index of common stocks frequently used as a general measure of U.S. stock market performance.

(2)The average annual total return given is since the date closest to the inception date of the class with the longest performance history.

3


AIM NEW TECHNOLOGY 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
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                  5.50%      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%
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                  CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Management Fees                                     1.00%      1.00%      1.00%

Distribution and/or Service (12b-1) Fees            0.35       1.00       1.00

Other Expenses(3)                                   1.05       1.05       1.05

Total Annual Fund Operating Expenses                2.40       3.05       3.05

Fee Waivers(4)                                      0.40       0.40       0.40

Net Expenses                                        2.00       2.65       2.65
--------------------------------------------------------------------------------

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares within 18 months from the date of purchase, you may pay a 1% contingent deferred sales charge (CDSC) at the time of redemption.
(2) There is no guarantee that actual expenses will be the same as those shown in the table.

(3)Other Expenses have been restated to reflect expense arrangements in effect as of March 4, 2002.

(4)The advisor has contractually agreed to waive fees and/or reimburse expenses (excluding interest, taxes, dividends on short sales, extraordinary items and increases in expenses due to expense offset arrangements, if any) for Class A, Class B and Class C shares to the extent necessary to limit the Total Annual Fund Operating Expenses of Class A to 2.00% (e.g., if AIM waives 0.40% of Class A expenses, AIM will also waive 0.40% of Class B and Class C expenses). Total Annual Fund Operating Expenses net of waivers and reimbursements for the fiscal year ended December 31, 2001 for Class A, Class B and Class C shares were 1.86%, 2.51% and 2.51%.

You may also be charged a transaction or other fee by the financial institution managing your account.

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 invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. To the extent fees are waived and/or expenses are reimbursed, your expenses will be lower. 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
--------------------------------------------------------------------------------
Class A                                     $780    $1,257    $1,760     $3,136
Class B                                      808     1,242     1,801      3,214
Class C                                      408       942     1,601      3,365
--------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $780    $1,257    $1,760     $3,136
Class B                                      308       942     1,601      3,214
Class C                                      308       942     1,601      3,365
--------------------------------------------------------------------------------

4


AIM NEW TECHNOLOGY FUND

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor) 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 150 investment portfolios, including the fund, encompassing a broad range of investment objectives.

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2001, the advisor received compensation of 0.46% of average daily net assets.

PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual members of the team who are primarily responsible for the day-to-day management of the fund's portfolio are

- David P. Barnard, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1982.

- Abel Garcia, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 2000. From 1984 to 2000, he was a Senior Portfolio Manager for Waddell & Reed.

- Robert Lloyd, Portfolio Manager, who has been responsible for the fund since 2001 and has been associated with the advisor and/or its affiliates since 2000. From 1997 to 2000, he was a trader with American Electric Power.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM New Technology 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. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges 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.

5


AIM NEW TECHNOLOGY 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).

This information 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.

                                                                              CLASS A
                                                                ------------------------------------
                                                                                    AUGUST 31, 2000
                                                                                    (DATE OPERATIONS
                                                                YEAR ENDED          COMMENCED) TO
                                                                DECEMBER 31,        DECEMBER 31,
                                                                 2001(a)              2000(a)
                                                                ------------        ----------------
Net asset value, beginning of period                              $  6.74               $ 10.00
----------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                      (0.06)                (0.02)
----------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                     (2.84)                (3.24)
====================================================================================================
    Total from investment operations                                (2.90)                (3.26)
====================================================================================================
Net asset value, end of period                                    $  3.84               $  6.74
____________________________________________________________________________________________________
====================================================================================================
Total return(b)                                                    (43.03)%              (32.60)%
____________________________________________________________________________________________________
====================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                          $40,097               $43,732
____________________________________________________________________________________________________
====================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                   1.86%(c)              1.72%(d)
----------------------------------------------------------------------------------------------------
  Without fee waivers                                                2.40%(c)              2.47%(d)
====================================================================================================
Ratio of net investment income (loss) to average net assets         (1.52)%(c)            (0.66)%(d)
____________________________________________________________________________________________________
====================================================================================================
Portfolio turnover rate                                               215%                   54%
____________________________________________________________________________________________________
====================================================================================================

(a) Calculated using average shares outstanding.

(b) Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $36,906,921.

(d)Annualized.

6


AIM NEW TECHNOLOGY FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                              CLASS B
                                                                ------------------------------------
                                                                                    AUGUST 31, 2000
                                                                                    (DATE OPERATIONS
                                                                YEAR ENDED          COMMENCED) TO
                                                                DECEMBER 31,        DECEMBER 31,
                                                                 2001(a)              2000(a)
                                                                ------------        ----------------
Net asset value, beginning of period                              $  6.72               $ 10.00
----------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                      (0.09)                (0.04)
----------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                     (2.82)                (3.24)
====================================================================================================
    Total from investment operations                                (2.91)                (3.28)
====================================================================================================
Net asset value, end of period                                    $  3.81               $  6.72
____________________________________________________________________________________________________
====================================================================================================
Total return(b)                                                    (43.30)%              (32.80)%
____________________________________________________________________________________________________
====================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                          $21,318               $21,296
____________________________________________________________________________________________________
====================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                   2.51%(c)              2.41%(d)
----------------------------------------------------------------------------------------------------
  Without fee waivers                                                3.05%(c)              3.16%(d)
====================================================================================================
Ratio of net investment income (loss) to average net assets         (2.17)%(c)            (1.36)%(d)
____________________________________________________________________________________________________
====================================================================================================
Portfolio turnover rate                                               215%                   54%
____________________________________________________________________________________________________
====================================================================================================

(a) Calculated using average shares outstanding.

(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $19,776,096.

(d)Annualized.

                                                                              CLASS C
                                                                ------------------------------------
                                                                                    AUGUST 31, 2000
                                                                                    (DATE OPERATIONS
                                                                YEAR ENDED          COMMENCED) TO
                                                                DECEMBER 31,        DECEMBER 31,
                                                                 2001(a)              2000(a)
                                                                ------------        ----------------
Net asset value, beginning of period                              $  6.73               $ 10.00
----------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                      (0.09)                (0.04)
----------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                     (2.83)                (3.23)
====================================================================================================
    Total from investment operations                                (2.92)                (3.27)
====================================================================================================
Net asset value, end of period                                    $  3.81               $  6.73
____________________________________________________________________________________________________
====================================================================================================
Total return(b)                                                    (43.39)%              (32.70)%
____________________________________________________________________________________________________
====================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                          $10,465               $10,349
____________________________________________________________________________________________________
====================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                   2.51%(c)              2.41%(d)
----------------------------------------------------------------------------------------------------
  Without fee waivers                                                3.05%(c)              3.16%(d)
====================================================================================================
Ratio of net investment income (loss) to average net assets         (2.17)%(c)            (1.35)%(d)
____________________________________________________________________________________________________
====================================================================================================
Portfolio turnover rate                                               215%                   54%
____________________________________________________________________________________________________
====================================================================================================

(a) Calculated using average shares outstanding.

(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $9,559,894.

(d)Annualized.

7


THE AIM FUNDS

SHAREHOLDER INFORMATION

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to many other mutual funds (the AIM Funds). The following information is about all the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. When choosing a share class, you should consider the factors below:

CLASS A                              CLASS B                              CLASS C
---------------------------------------------------------------------------------------------------------
- Initial sales charge               - No initial sales charge            - No initial sales charge

- Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain                   charge on redemptions within six     charge on redemptions within
  purchases(1,2)                       years                                one year(2)

- Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares at      - Does not convert to Class A
                                       the end of the month which is        shares
                                       eight years after the date on
                                       which shares were purchased
                                       along with a pro rata portion
                                       of its reinvested dividends and
                                       distributions(3)

- Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors

(1) A contingent deferred sales charge may apply in some cases.
(2) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.
(3) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares.

AIM Global Trends Fund: If you held Class B shares on May 29, 1998 and continue to hold them, those shares will convert to Class A shares of that fund at the end of the month which is seven years after the date on which shares were purchased. If you exchange those shares for Class B shares of another AIM Fund, the shares into which you exchanged will not convert to Class A shares until the end of the month which is eight years after the date on which you purchased your original shares.


DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc. (the distributor) 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 AIM 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 AIM Funds and classes of those Funds are detailed below. 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 AIM Funds are grouped into three categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular AIM Fund is classified.

CATEGORY I INITIAL SALES CHARGES
-------------------------------------------------------------
                                          Investor's
                                         Sales Charge
                                 ----------------------------
AMOUNT OF INVESTMENT               As a % of       As a % of
IN SINGLE TRANSACTION(1)         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
-------------------------------------------------------------

(1) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.

A-1 MCF--1/02



THE AIM FUNDS

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

SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund.

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 and II 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 contingent deferred sales charge (CDSC) of 1%.

You can also make a Large Purchase of Class A shares of Category III Funds at net asset value. If your purchase occurs on or after November 15, 2001, the shares will be subject to a 0.25% CDSC if you redeem them prior to 12 months after the date of purchase.

If you currently own Class A shares of a Category I, II or III 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 a CDSC (an 18-month, 1.0% CDSC for Category I and II Fund shares, and a 12-month, 0.25% CDSC for Category III Fund shares.) The CDSC for Category III Fund shares will not apply to additional purchases made prior to November 15, 2001.

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.

The distributor may pay a dealer concession and/or a service fee for Large Purchases.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES

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

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 have redeemed 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 consultant must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment.

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.

Rights of Accumulation

You may combine your new purchases of Class A shares with shares currently owned (Class A, B or C) 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 current value of all other shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of AIM 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.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

MCF--1/02 A-2



THE AIM FUNDS

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain AIM Funds;

- when using the reinstatement privileges; and

- when a merger, consolidation, or acquisition of assets of an AIM 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 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. Consult the fund's Statement of Additional Information for details.

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
----------------------------------------------------------------------------------------------------------------
Savings Plans (money-purchase/profit sharing     $  0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)

Automatic Investment Plans                        50                                                  25

IRA, Education IRA or Roth IRA                   250                                                  50

All other accounts                               500                                                  50
----------------------------------------------------------------------------------------------------------------

The minimum initial investment for AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund (the Special Opportunities Funds) accounts is $10,000. The minimum subsequent investment is $1,000. The maximum amount for a single purchase order of AIM Small Cap Opportunities Fund is $250,000.

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.

PURCHASE OPTIONS
----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and check to the transfer agent,       slip from your confirmation
                                A I M Fund Services, Inc.,             statement to the transfer agent.
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

A-3 MCF--1/02



THE AIM FUNDS

                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
By AIM Bank Connection(SM)      Open your account using one of the     Select the AIM Bank Connection
                                methods 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.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
----------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing the AIM Fund 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 $25 ($1,000 for any of the Special Opportunities Funds). You may stop the Automatic Investment 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 AIM Fund account to one or more other AIM 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 10th or 25th day of the month, whichever you specify, in the amount you specify. The minimum amount you can exchange to a Special Opportunities Fund is $1,000. The minimum amount you can exchange to another AIM Fund is $25.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any AIM Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same AIM Fund. You may invest your dividends and distributions (1) into another AIM Fund in the same class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM Money Market Fund, or vice versa.

You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at least $5,000; or (b) in the AIM Fund receiving the dividend must be at least $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into another AIM Fund.

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 AIM Fund holdings should be rebalanced, on a percentage basis, between two and ten of your AIM Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your AIM Funds for shares of the same class of one or more other AIM Funds in your portfolio. 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.

RETIREMENT PLANS

Shares of most of the AIM 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 AIM sponsored retirement plans, which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans, SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. The plan custodian of the AIM sponsored retirement plan assesses an annual maintenance fee of $10. Contact your financial consultant for details.

MCF--1/02 A-4



THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC).

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE PRIOR TO NOVEMBER 15,
2001.

If you purchased $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund at net asset value prior to November 15, 2001, or entered into a Letter of Intent prior to November 15, 2001 to purchase $1,000,000 or more of Class A shares of a Category I, II or III Fund at net asset value, your shares may be subject to a contingent deferred sales charge (CDSC) upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - No CDSC
  shares of     Category III Fund
  Category    - Class A shares of
  III Fund      AIM Tax-Exempt Cash
                Fund
              - AIM Cash Reserve
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE ON AND AFTER NOVEMBER 15,
2001

If you purchase $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund on and after November 15, 2001, or if you make additional purchases of Class A shares or AIM Cash Reserve Shares on and after November 15, 2001 at net asset value, your shares may be subject to a CDSC upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category      Fund                    months of initial
  III Fund                              purchase of
                                        Category III Fund
                                        shares

- Class A     - Class A shares of     - 0.25% if shares are
  shares of     Category III Fund       redeemed within 12
  Category    - Class A shares of       months of initial
  III Fund      AIM Tax-Exempt Cash     purchase of
                Fund                    Category III Fund
              - AIM Cash Reserve        shares
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS B SHARES ACQUIRED BY

EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM Floating Rate Fund, the early withdrawal charge applicable to shares of AIM Floating Rate Fund will be applied instead of the CDSC normally applicable to Class B shares.

HOW TO REDEEM SHARES

Through a Financial           Contact your financial consultant.
  Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM 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.

A-5 MCF--1/02



THE AIM FUNDS

By Telephone                  Call the transfer agent. 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 accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. 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.
                              You may, with limited exceptions, redeem from an IRA account
                              by telephone. Redemptions from other types of retirement
                              accounts must be requested in writing.

By AIM Internet Connect       Place your redemption request at www.aimfunds.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
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. 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.
------------------------------------------------------------------------------------------

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.

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 and 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 and are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

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 Withdrawal 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 and AIM Cash Reserve Shares of AIM Money Market Fund only)

You may redeem shares of these AIM 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.

MCF--1/02 A-6



THE AIM FUNDS

REINSTATEMENT PRIVILEGES

You may, within 120 days after you sell shares (except Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), reinvest all or part of your redemption proceeds in Class A shares of any AIM Fund at net asset value in an identically registered account.
You may, within 120 days after you sell Class A shares of a Category III Fund, reinvest all or part of your redemption proceeds in Class A shares of that same Category III Fund at net asset value in an identically registered account.
The reinvestment amount must meet the subsequent investment minimum as indicated in the section "Purchasing Shares".
If you paid a contingent deferred sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC if you later redeem that amount.

You must notify the transfer agent in writing at the time you reinstate that you are exercising your reinstatement privilege.

REDEMPTIONS BY THE AIM FUNDS

If your account 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 for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the AIM 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 or by utilizing the Automatic Investment Plan.
If an AIM Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, the AIM 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 AIM Fund for those of another AIM Fund. Before requesting an exchange, review the prospectus of the AIM 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.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the same class of another AIM Fund. You may also exchange Class A shares of an AIM Fund for AIM Cash Reserve Shares of AIM Money Market Fund. 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 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

(a) one another;

(b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or

(c) Class A shares of another AIM 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) one another;

(b) Class A shares of an AIM Fund subject to an initial sales charge (except for 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

(c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, but only if you acquired the original shares by exchange from Class A shares subject to an initial sales charge.

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, and Class C shares for other Class C shares; or

(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class C shares.

A-7 MCF--1/02



THE AIM FUNDS

EXCHANGES NOT PERMITTED

Certain classes of shares are not covered by the exchange privilege.

For shares purchased prior to November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of Category III Funds purchased at net asset value for Class A shares of a Category I or II Fund;

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund;

- 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 I or II Funds that are subject to a CDSC; or

- 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 Funds that are subject to a CDSC.

For shares purchased on or after November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other AIM Fund that are subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund or for Class A shares of any AIM Fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II 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 or II Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- You must meet the minimum purchase requirements for the AIM Fund into which you are exchanging;

- Shares of the AIM 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;

- If you have physical share certificates, you must return them to the transfer agent prior to the exchange; and

- You are limited to a maximum of 10 exchanges per calendar year, because excessive short-term trading or market-timing activity can hurt fund performance. If you exceed that limit, or if an AIM Fund or the distributor determines, in its sole discretion, that your short-term trading is excessive or that you are engaging in market-timing activity, it may reject any additional exchange orders. An exchange is the movement out of (redemption) one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM 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. There is no fee for exchanges. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM Funds or the distributor may modify or discontinue this privilege at any time.

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 AIM 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 (1) you do not hold physical share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

MCF--1/02 A-8



THE AIM FUNDS

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time you held the original shares will be added to the holding period of the Class B or Class C 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 B shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.


EACH AIM 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 AIM FUND;

- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

- WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The AIM Funds value portfolio securities for which market quotations are readily available at market value. The AIM Funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund and AIM Tax-Exempt Cash Fund value all of 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.
The AIM Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the NYSE, events occur that materially affect the value of the security, the AIM Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board of Directors or Trustees of the AIM Fund. The effect of using fair value pricing is that an AIM Fund's net asset value will be subject to the judgment of the Board of Directors or Trustees or its designee instead of being determined by the market. Because some of the AIM Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the AIM Funds do not price their shares, the value of those funds' assets may change on days when you will not be able to purchase or redeem fund shares.

Each AIM 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 any 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.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The AIM Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. An AIM 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. Different tax rates may apply to ordinary income and long-term capital gain distributions, regardless of how long you have held your shares. Every year, you will be sent information showing the amount of dividends and distributions you received from each AIM Fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of AIM Fund shares will be subject to federal income tax. Exchanges of shares for shares of another AIM 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 AIM Fund shares may differ materially from the federal income tax consequences described above. You should consult your tax advisor before investing.

A-9 MCF--1/02



AIM NEW TECHNOLOGY FUND

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 this 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.

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:                  A I M Fund Services, Inc.
                          P.O. Box 4739
                          Houston, TX 77210-4739

BY TELEPHONE:             (800) 347-4246

ON THE INTERNET:          You can send us a request
                          by e-mail or download
                          prospectuses, annual or
                          semiannual reports via
                          our website:
                          http://www.aimfunds.com

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

You also can review and obtain copies of the fund's SAI, reports 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 duplication 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 New Technology Fund
 SEC 1940 Act file number: 811-1540
--------------------------------------

[AIM LOGO APPEARS HERE]    www.aimfunds.com   NTE-PRO-1   INVEST WITH DISCIPLINE
--Registered Trademark--                                --Registered Trademark--


AIM SELECT EQUITY FUND

AIM Select Equity Fund seeks to achieve long-term growth of capital.

AIM--Registered Trademark--

PROSPECTUS

MAY 1, 2002

                               This prospectus contains important
                               information about the Class A, B and C
                               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.

                               Investments in the fund:
                                  - are not FDIC insured;
                                  - may lose value; and
                                  - are not guaranteed by a bank.

[AIM LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
--Registered Trademark--                    --Registered Trademark--

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

AIM SELECT EQUITY 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                                    2

FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------

Fee Table                                            3

Expense Example                                      3

FUND MANAGEMENT                                      4
------------------------------------------------------

The Advisor                                          4

Advisor Compensation                                 4

Portfolio Managers                                   4

OTHER INFORMATION                                    4
------------------------------------------------------

Sales Charges                                        4

Dividends and Distributions                          4

FINANCIAL HIGHLIGHTS                                 5
------------------------------------------------------

SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------

Choosing a Share Class                             A-1

Purchasing Shares                                  A-3

Redeeming Shares                                   A-5

Exchanging Shares                                  A-7

Pricing of Shares                                  A-9

Taxes                                              A-9

OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investor, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE 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, myaim.com, The AIM College Savings Plan, AIM Solo 401(k) and AIM Lifetime America are service marks of A I M Management Group 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 SELECT EQUITY FUND

INVESTMENT OBJECTIVE AND STRATEGIES

The fund's investment objective is to achieve 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 common stocks with prospects for above-average market returns, without regard to market capitalization. The fund may 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.

The fund's management committee focuses on companies that: (1) have experienced above-average, long-term growth in earnings; (2) have excellent prospects for future growth; or (3) are undervalued relative to the company's long-term earnings prospects, the current market value of the company's assets, or the equity markets generally. The fund's management committee considers whether to sell a particular security when any of these factors materially changes.

The fund generally expects to diversify the strategies that it will employ in seeking to achieve its objective by following AIM's growth, growth at a reasonable price (GARP), and value investment disciplines. The fund anticipates allocating a significant portion of its assets, generally in approximately equal amounts, among those investment disciplines.

In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the fund may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. 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.

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 of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

1


AIM SELECT EQUITY 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.

[CHART]

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER                                                                 RETURNS
-----------------------------------------------------------------------  -------
1992...................................................................    0.19%
1993...................................................................    3.63%
1994...................................................................   -4.99%
1995...................................................................   34.31%
1996...................................................................   18.61%
1997...................................................................   19.54%
1998...................................................................   27.09%
1999...................................................................   41.48%
2000...................................................................   -1.77%
2001...................................................................  -25.64%

The Class A shares' year-to-date total return as of March 31, 2002 was 0.53%.

During the periods shown in the bar chart, the highest quarterly return was 30.49% (quarter ended December 31, 1999) and the lowest quarterly return was -26.14% (quarter ended March 31, 2001).

PERFORMANCE TABLE(1)

The following performance table compares the fund's performance to that of a broad-based securities market index. The fund's performance reflects payment of sales loads.

AVERAGE ANNUAL TOTAL RETURNS
-------------------------------------------------------------------------------------------------------
         (for the periods ended                                            SINCE          INCEPTION
           December 31, 2001)             1 YEAR    5 YEARS    10 YEARS   INCEPTION(2)       DATE
-------------------------------------------------------------------------------------------------------
Class A                                                                                     12/04/67
  Return Before Taxes                     (29.73)%    8.21%      8.83%          --
  Return After Taxes on Distributions     (29.74)     6.78       6.78           --
  Return After Taxes on Distributions
     and Sale of Fund Shares              (18.09)     6.67       6.62           --
Class B                                                                                     09/01/93
  Return Before Taxes                     (29.87)%    8.29%        --         9.95%
Class C                                                                                     08/04/97
  Return Before Taxes                     (26.95)%      --         --         4.67%
-------------------------------------------------------------------------------------------------------
Russell 3000--Registered Trademark--
  Index(3) (reflects no deduction for
  fees, expenses, or taxes)               (11.46)%   10.14%     12.64%          --                --
-------------------------------------------------------------------------------------------------------

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 and C will vary.

(1)A significant portion of the fund's returns during certain periods prior to 2001 was attributable to its investments in IPOs. These investments had a magnified impact when the fund's asset base was relatively small. As the fund's assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the fund's total return. For additional information regarding the impact of IPO investments on 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 Russell 3000--Registered Trademark-- Index is a widely recognized, unmanaged index of common stocks that measures the performance of the 3,000 largest U.S. companies based on total market capitalization.

2


AIM SELECT EQUITY 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
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                 5.50%      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%
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                  CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Management Fees                                     0.65%      0.65%      0.65%

Distribution and/or
Service (12b-1) Fees                                0.25       1.00       1.00

Other Expenses(3)                                   0.35       0.35       0.35

Total Annual Fund Operating Expenses                1.25       2.00       2.00
--------------------------------------------------------------------------------

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares within 18 months from the date of purchase, you may pay a 1% contingent deferred sales charge (CDSC) at the time of redemption.
(2) There is no guarantee that actual expenses will be the same as those shown in the table.

(3)Other Expenses have been restated to reflect expense arrangements in effect as of March 4, 2002.

You may also be charged a transaction or other fee by the financial institution managing your account.

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 invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. To the extent fees are waived and/or expenses are reimbursed, your expenses will be lower. 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
--------------------------------------------------------------------------------
Class A                                     $670     $925     $1,199     $1,978
Class B                                      703      927      1,278      2,134
Class C                                      303      627      1,078      2,327
--------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $670     $925     $1,199     $1,978
Class B                                      203      627      1,078      2,134
Class C                                      203      627      1,078      2,327
--------------------------------------------------------------------------------

3


AIM SELECT EQUITY FUND

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor) 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 150 investment portfolios, including the fund, encompassing a broad range of investment objectives.

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2001, the advisor received compensation of 0.65% of average daily net assets.

PORTFOLIO MANAGERS

The fund is managed by a select committee comprised of equity research analysts and portfolio managers employed by the advisor or A I M Capital Management, Inc., a wholly owned subsidiary of the advisor. The members of the committee provide knowledge regarding a variety of equity market capitalization sectors and investment styles. The committee meets periodically to discuss investment opportunities and ideas; however, purchases and sales of securities must have the prior approval of one of the following persons:

- Polly A. Ahrendts, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 1985.

- Claude C. Cody IV, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 1992.

- Joel E. Dobberpuhl, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 1990.

- Abel Garcia, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 2000. From 1984 to 2000, he was a Senior Portfolio Manager with Waddell & Reed.

- Paul J. Rasplicka, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 1994.

- Jonathan C. Schoolar, Senior Portfolio Manager, who has been responsible for the fund since 1994 and has been associated with the advisor and/or its affiliates since 1986.

- Bret W. Stanley, 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. From 1994 to 1998, he was Vice President and portfolio manager with Van Kampen American Capital Asset Management, Inc.

- Meggan M. Walsh, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 1991.

- Michael Yellen, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 1994.

- Kenneth A. Zschappel, Senior Portfolio Manager, who has been responsible for the fund since 1999 and has been associated with the advisor and/or its affiliates since 1990.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Select Equity 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. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges 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.

4


AIM SELECT EQUITY 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 2001 and 2000 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 for the prior fiscal years or periods was audited by other public accountants.

A significant portion of the fund's returns was attributable to its investments in IPOs during certain fiscal years prior to 2001, including the fiscal year ended 2000, which had a magnified impact on the fund due to its relatively small asset base during that period. As the fund's assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the fund's total return.

                                                                                         CLASS A
                                                         ------------------------------------------------------------------------
                                                                                 YEAR ENDED DECEMBER 31,
                                                         ------------------------------------------------------------------------
                                                         2001(a)         2000(a)           1999            1998          1997(a)
                                                         --------        --------        --------        --------        --------
Net asset value, beginning of period                     $  22.88        $  26.23        $  19.35        $  15.67        $  14.78
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                              (0.08)          (0.01)          (0.06)          (0.04)           0.01
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                             (5.79)          (0.44)           8.00            4.24            2.82
=================================================================================================================================
    Total from investment operations                        (5.87)          (0.45)           7.94            4.20            2.83
=================================================================================================================================
Less distributions:
  Dividends from net investment income                         --              --              --              --           (0.01)
---------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                     (0.01)          (2.90)          (1.06)          (0.52)          (1.93)
=================================================================================================================================
    Total distributions                                     (0.01)          (2.90)          (1.06)          (0.52)          (1.94)
=================================================================================================================================
Net asset value, end of period                           $  17.00        $  22.88        $  26.23        $  19.35        $  15.67
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(b)                                            (25.64)%         (1.77)%         41.48%          27.09%          19.54%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                 $396,779        $532,042        $461,628        $320,143        $266,168
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets                      1.24%(c)        1.07%           1.09%           1.11%           1.13%
=================================================================================================================================
Ratio of net investment income (loss) to average net
  assets                                                    (0.45)%(c)      (0.02)%         (0.31)%         (0.22)%          0.04%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                       117%             56%             31%             68%            110%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include sales charges.

(c) Ratios are based on average daily net assets of $428,828,804.

5


AIM SELECT EQUITY FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                        CLASS B
                                                                --------------------------------------------------------
                                                                                YEAR ENDED DECEMBER 31,
                                                                --------------------------------------------------------
                                                                2001(a)     2000(a)     1999(a)       1998      1997(a)
                                                                --------    --------    --------    --------    --------
Net asset value, beginning of period                            $  21.07    $  24.57    $  18.33    $  14.98    $  14.32
------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                     (0.20)      (0.22)      (0.23)      (0.17)      (0.13)
------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                    (5.32)      (0.38)       7.53        4.04        2.72
========================================================================================================================
    Total from investment operations                               (5.52)      (0.60)       7.30        3.87        2.59
========================================================================================================================
Less distributions from net realized gains                         (0.01)      (2.90)      (1.06)      (0.52)      (1.93)
========================================================================================================================
Net asset value, end of period                                  $  15.54    $  21.07    $  24.57    $  18.33    $  14.98
________________________________________________________________________________________________________________________
========================================================================================================================
Total return(b)                                                   (26.19)%     (2.50)%     40.29%      26.13%      18.50%
________________________________________________________________________________________________________________________
========================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $432,002    $661,445    $592,555    $428,002    $356,186
________________________________________________________________________________________________________________________
========================================================================================================================
Ratio of expenses to average net assets                             2.00%(c)     1.84%      1.90%       1.93%       1.99%
========================================================================================================================
Ratio of net investment income (loss) to average net assets        (1.21)%(c)    (0.80)%    (1.12)%    (1.04)%     (0.82)%
________________________________________________________________________________________________________________________
========================================================================================================================
Portfolio turnover rate                                              117%         56%         31%         68%        110%
________________________________________________________________________________________________________________________
========================================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges.

(c) Ratios are based on average daily net assets of $504,370,050.

                                                                                        CLASS C
                                                              ------------------------------------------------------------
                                                                                                            AUGUST 4, 1997
                                                                                                            (DATE SALES
                                                                      YEAR ENDED DECEMBER 31,               COMMENCED) TO
                                                              ----------------------------------------      DECEMBER 31,
                                                              2001(a)    2000(a)    1999(a)    1998(a)       1997(a)
                                                              -------    -------    -------    -------      --------------
Net asset value, beginning of period                          $21.05     $24.55     $18.32     $14.98           $17.65
--------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                 (0.20)     (0.22)     (0.23)     (0.17)           (0.04)
--------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                (5.32)     (0.38)      7.52       4.03            (0.70)
==========================================================================================================================
    Total from investment operations                           (5.52)     (0.60)      7.29       3.86            (0.74)
==========================================================================================================================
Less distributions from net realized gains                     (0.01)     (2.90)     (1.06)     (0.52)           (1.93)
==========================================================================================================================
Net asset value, end of period                                $15.52     $21.05     $24.55     $18.32           $14.98
__________________________________________________________________________________________________________________________
==========================================================================================================================
Total return(b)                                               (26.21)%    (2.50)%    40.26%     26.07%           (3.86)%
__________________________________________________________________________________________________________________________
==========================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $59,112    $71,989    $25,275    $8,501           $1,189
__________________________________________________________________________________________________________________________
==========================================================================================================================
Ratio of expenses to average net assets                         2.00%(c)   1.84%      1.90%      1.93%            1.95%(d)
==========================================================================================================================
Ratio of net investment income (loss) to average net assets    (1.21)%(c)  (0.80)%   (1.12)%    (1.04)%          (0.77)%(d)
__________________________________________________________________________________________________________________________
==========================================================================================================================
Portfolio turnover rate                                          117%        56%        31%        68%             110%
__________________________________________________________________________________________________________________________
==========================================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $62,723,395.

(d) Annualized.

6


THE AIM FUNDS

SHAREHOLDER INFORMATION

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to many other mutual funds (the AIM Funds). The following information is about all the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. When choosing a share class, you should consider the factors below:

CLASS A                              CLASS B                              CLASS C
---------------------------------------------------------------------------------------------------------
- Initial sales charge               - No initial sales charge            - No initial sales charge

- Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain                   charge on redemptions within six     charge on redemptions within
  purchases(1,2)                       years                                one year(2)

- Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares at      - Does not convert to Class A
                                       the end of the month which is        shares
                                       eight years after the date on
                                       which shares were purchased
                                       along with a pro rata portion
                                       of its reinvested dividends and
                                       distributions(3)

- Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors

(1) A contingent deferred sales charge may apply in some cases.
(2) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.
(3) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares.

AIM Global Trends Fund: If you held Class B shares on May 29, 1998 and continue to hold them, those shares will convert to Class A shares of that fund at the end of the month which is seven years after the date on which shares were purchased. If you exchange those shares for Class B shares of another AIM Fund, the shares into which you exchanged will not convert to Class A shares until the end of the month which is eight years after the date on which you purchased your original shares.


DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc. (the distributor) 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 AIM 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 AIM Funds and classes of those Funds are detailed below. 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 AIM Funds are grouped into three categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular AIM Fund is classified.

CATEGORY I INITIAL SALES CHARGES
-------------------------------------------------------------
                                          Investor's
                                         Sales Charge
                                 ----------------------------
AMOUNT OF INVESTMENT               As a % of       As a % of
IN SINGLE TRANSACTION(1)         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
-------------------------------------------------------------

(1) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.

A-1 MCF--1/02



THE AIM FUNDS

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

SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund.

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 and II 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 contingent deferred sales charge (CDSC) of 1%.

You can also make a Large Purchase of Class A shares of Category III Funds at net asset value. If your purchase occurs on or after November 15, 2001, the shares will be subject to a 0.25% CDSC if you redeem them prior to 12 months after the date of purchase.

If you currently own Class A shares of a Category I, II or III 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 a CDSC (an 18-month, 1.0% CDSC for Category I and II Fund shares, and a 12-month, 0.25% CDSC for Category III Fund shares.) The CDSC for Category III Fund shares will not apply to additional purchases made prior to November 15, 2001.

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.

The distributor may pay a dealer concession and/or a service fee for Large Purchases.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES

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

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 have redeemed 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 consultant must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment.

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.

Rights of Accumulation

You may combine your new purchases of Class A shares with shares currently owned (Class A, B or C) 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 current value of all other shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of AIM 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.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

MCF--1/02 A-2



THE AIM FUNDS

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain AIM Funds;

- when using the reinstatement privileges; and

- when a merger, consolidation, or acquisition of assets of an AIM 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 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. Consult the fund's Statement of Additional Information for details.

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
----------------------------------------------------------------------------------------------------------------
Savings Plans (money-purchase/profit sharing     $  0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)

Automatic Investment Plans                        50                                                  25

IRA, Education IRA or Roth IRA                   250                                                  50

All other accounts                               500                                                  50
----------------------------------------------------------------------------------------------------------------

The minimum initial investment for AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund (the Special Opportunities Funds) accounts is $10,000. The minimum subsequent investment is $1,000. The maximum amount for a single purchase order of AIM Small Cap Opportunities Fund is $250,000.

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.

PURCHASE OPTIONS
----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and check to the transfer agent,       slip from your confirmation
                                A I M Fund Services, Inc.,             statement to the transfer agent.
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

A-3 MCF--1/02



THE AIM FUNDS

                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
By AIM Bank Connection(SM)      Open your account using one of the     Select the AIM Bank Connection
                                methods 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.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
----------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing the AIM Fund 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 $25 ($1,000 for any of the Special Opportunities Funds). You may stop the Automatic Investment 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 AIM Fund account to one or more other AIM 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 10th or 25th day of the month, whichever you specify, in the amount you specify. The minimum amount you can exchange to a Special Opportunities Fund is $1,000. The minimum amount you can exchange to another AIM Fund is $25.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any AIM Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same AIM Fund. You may invest your dividends and distributions (1) into another AIM Fund in the same class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM Money Market Fund, or vice versa.

You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at least $5,000; or (b) in the AIM Fund receiving the dividend must be at least $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into another AIM Fund.

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 AIM Fund holdings should be rebalanced, on a percentage basis, between two and ten of your AIM Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your AIM Funds for shares of the same class of one or more other AIM Funds in your portfolio. 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.

RETIREMENT PLANS

Shares of most of the AIM 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 AIM sponsored retirement plans, which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans, SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. The plan custodian of the AIM sponsored retirement plan assesses an annual maintenance fee of $10. Contact your financial consultant for details.

MCF--1/02 A-4



THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC).

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE PRIOR TO NOVEMBER 15,
2001.

If you purchased $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund at net asset value prior to November 15, 2001, or entered into a Letter of Intent prior to November 15, 2001 to purchase $1,000,000 or more of Class A shares of a Category I, II or III Fund at net asset value, your shares may be subject to a contingent deferred sales charge (CDSC) upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - No CDSC
  shares of     Category III Fund
  Category    - Class A shares of
  III Fund      AIM Tax-Exempt Cash
                Fund
              - AIM Cash Reserve
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE ON AND AFTER NOVEMBER 15,
2001

If you purchase $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund on and after November 15, 2001, or if you make additional purchases of Class A shares or AIM Cash Reserve Shares on and after November 15, 2001 at net asset value, your shares may be subject to a CDSC upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category      Fund                    months of initial
  III Fund                              purchase of
                                        Category III Fund
                                        shares

- Class A     - Class A shares of     - 0.25% if shares are
  shares of     Category III Fund       redeemed within 12
  Category    - Class A shares of       months of initial
  III Fund      AIM Tax-Exempt Cash     purchase of
                Fund                    Category III Fund
              - AIM Cash Reserve        shares
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS B SHARES ACQUIRED BY

EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM Floating Rate Fund, the early withdrawal charge applicable to shares of AIM Floating Rate Fund will be applied instead of the CDSC normally applicable to Class B shares.

HOW TO REDEEM SHARES

Through a Financial           Contact your financial consultant.
  Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM 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.

A-5 MCF--1/02



THE AIM FUNDS

By Telephone                  Call the transfer agent. 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 accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. 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.
                              You may, with limited exceptions, redeem from an IRA account
                              by telephone. Redemptions from other types of retirement
                              accounts must be requested in writing.

By AIM Internet Connect       Place your redemption request at www.aimfunds.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
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. 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.
------------------------------------------------------------------------------------------

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.

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 and 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 and are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

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 Withdrawal 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 and AIM Cash Reserve Shares of AIM Money Market Fund only)

You may redeem shares of these AIM 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.

MCF--1/02 A-6



THE AIM FUNDS

REINSTATEMENT PRIVILEGES

You may, within 120 days after you sell shares (except Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), reinvest all or part of your redemption proceeds in Class A shares of any AIM Fund at net asset value in an identically registered account.
You may, within 120 days after you sell Class A shares of a Category III Fund, reinvest all or part of your redemption proceeds in Class A shares of that same Category III Fund at net asset value in an identically registered account.
The reinvestment amount must meet the subsequent investment minimum as indicated in the section "Purchasing Shares".
If you paid a contingent deferred sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC if you later redeem that amount.

You must notify the transfer agent in writing at the time you reinstate that you are exercising your reinstatement privilege.

REDEMPTIONS BY THE AIM FUNDS

If your account 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 for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the AIM 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 or by utilizing the Automatic Investment Plan.
If an AIM Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, the AIM 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 AIM Fund for those of another AIM Fund. Before requesting an exchange, review the prospectus of the AIM 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.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the same class of another AIM Fund. You may also exchange Class A shares of an AIM Fund for AIM Cash Reserve Shares of AIM Money Market Fund. 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 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

(a) one another;

(b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or

(c) Class A shares of another AIM 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) one another;

(b) Class A shares of an AIM Fund subject to an initial sales charge (except for 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

(c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, but only if you acquired the original shares by exchange from Class A shares subject to an initial sales charge.

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, and Class C shares for other Class C shares; or

(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class C shares.

A-7 MCF--1/02



THE AIM FUNDS

EXCHANGES NOT PERMITTED

Certain classes of shares are not covered by the exchange privilege.

For shares purchased prior to November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of Category III Funds purchased at net asset value for Class A shares of a Category I or II Fund;

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund;

- 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 I or II Funds that are subject to a CDSC; or

- 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 Funds that are subject to a CDSC.

For shares purchased on or after November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other AIM Fund that are subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund or for Class A shares of any AIM Fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II 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 or II Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- You must meet the minimum purchase requirements for the AIM Fund into which you are exchanging;

- Shares of the AIM 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;

- If you have physical share certificates, you must return them to the transfer agent prior to the exchange; and

- You are limited to a maximum of 10 exchanges per calendar year, because excessive short-term trading or market-timing activity can hurt fund performance. If you exceed that limit, or if an AIM Fund or the distributor determines, in its sole discretion, that your short-term trading is excessive or that you are engaging in market-timing activity, it may reject any additional exchange orders. An exchange is the movement out of (redemption) one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM 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. There is no fee for exchanges. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM Funds or the distributor may modify or discontinue this privilege at any time.

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 AIM 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 (1) you do not hold physical share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

MCF--1/02 A-8



THE AIM FUNDS

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time you held the original shares will be added to the holding period of the Class B or Class C 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 B shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.


EACH AIM 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 AIM FUND;

- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

- WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The AIM Funds value portfolio securities for which market quotations are readily available at market value. The AIM Funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund and AIM Tax-Exempt Cash Fund value all of 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.
The AIM Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the NYSE, events occur that materially affect the value of the security, the AIM Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board of Directors or Trustees of the AIM Fund. The effect of using fair value pricing is that an AIM Fund's net asset value will be subject to the judgment of the Board of Directors or Trustees or its designee instead of being determined by the market. Because some of the AIM Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the AIM Funds do not price their shares, the value of those funds' assets may change on days when you will not be able to purchase or redeem fund shares.

Each AIM 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 any 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.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The AIM Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. An AIM 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. Different tax rates may apply to ordinary income and long-term capital gain distributions, regardless of how long you have held your shares. Every year, you will be sent information showing the amount of dividends and distributions you received from each AIM Fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of AIM Fund shares will be subject to federal income tax. Exchanges of shares for shares of another AIM 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 AIM Fund shares may differ materially from the federal income tax consequences described above. You should consult your tax advisor before investing.

A-9 MCF--1/02



AIM SELECT EQUITY FUND

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 this 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.

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:                  A I M Fund Services, Inc.
                          P.O. Box 4739
                          Houston, TX 77210-4739

BY TELEPHONE:             (800) 347-4246

ON THE INTERNET:          You can send us a request
                          by e-mail or download
                          prospectuses, annual or
                          semiannual reports via
                          our website:
                          HTTP://WWW.AIMFUNDS.COM

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

You also can review and obtain copies of the fund's SAI, reports 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 duplication fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.

--------------------------------------
 AIM Select Equity Fund
 SEC 1940 Act file number: 811-1540
--------------------------------------

[AIM LOGO APPEARS HERE]    www.aimfunds.com   SEQ-PRO-1   INVEST WITH DISCIPLINE
--Registered Trademark--                                --Registered Trademark--

      AIM SMALL CAP
      EQUITY FUND
      --------------------------------------------------------------------------

AIM Small Cap Equity Fund seeks to provide long-term growth of capital.

AIM--Registered Trademark--

PROSPECTUS

MAY 1, 2002

                               This prospectus contains important
                               information about Class A, B and C 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.

                               Investments in the fund:
                                  - are not FDIC insured;
                                  - may lose value; and
                                  - are not guaranteed by a bank.

[AIM LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
--Registered Trademark--                    --Registered Trademark--

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

AIM SMALL CAP EQUITY FUND

TABLE OF CONTENTS

INVESTMENT OBJECTIVE AND STRATEGIES                  1
------------------------------------------------------

PRINCIPAL RISKS OF INVESTING IN THE FUND             1
------------------------------------------------------

PERFORMANCE INFORMATION                              2
------------------------------------------------------

Annual Total Return                                  2

Performance Table                                    2

FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------

Fee Table                                            3

Expense Example                                      3

FUND MANAGEMENT                                      4
------------------------------------------------------

The Advisor                                          4

Advisor Compensation                                 4

Portfolio Managers                                   4

OTHER INFORMATION                                    4
------------------------------------------------------

Sales Charges                                        4

Dividends and Distributions                          4

Future Fund Closure                                  4

FINANCIAL HIGHLIGHTS                                 5
------------------------------------------------------

SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------

Choosing a Share Class                             A-1

Purchasing Shares                                  A-3

Redeeming Shares                                   A-5

Exchanging Shares                                  A-7

Pricing of Shares                                  A-9

Taxes                                              A-9

OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investor, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE 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, myaim.com, The AIM College Savings Plan, AIM Solo 401(k) and AIM Lifetime America are service marks of A I M Management Group 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 SMALL CAP EQUITY 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 at least 65% of its total assets in equity securities of companies that have market capitalizations, at the time of purchase, within the range of market capitalizations of companies included in the Russell 2000--Registered Trademark-- Index. These securities may include common stocks, convertible securities and warrants. The Russell 2000--Registered Trademark--Index is a widely recognized, unmanaged index of common stocks that measures the performance of the 2,000 smallest 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. Under normal conditions, the top 10 holdings may comprise up to 25% of the fund's total assets. The fund may also invest up to 25% of its total assets in foreign securities.

Among factors which the portfolio managers may consider when purchasing securities are (1) the growth prospects for a company's products; (2) the economic outlook for its industry; (3) a company's new product development; (4) its operating management capabilities; (5) the relationship between the price of the security and its estimated fundamental value; (6) relevant market, economic and political environments; and (7) financial characteristics, such as balance sheet analysis and return on assets. The portfolio managers consider whether to sell a particular security when any one of these factors materially changes or when the securities are no longer considered small-cap company securities. 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 conditions, for cash management purposes, or for defensive purposes, the fund may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. 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 small-cap companies, whose prices may go up and down more than equity securities of larger, more-established companies. Also, since equity securities of small-cap 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.

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.

Because a large percentage of the fund's assets may be invested in a limited number of securities, a change in the value of these securities could significantly affect the value of your investment in the fund.

The fund may participate in the initial public offering (IPO) market, in some market cycles. Because of the fund's small asset base, any investment the fund may make in IPOs may significantly increase the fund's total return. As the fund's assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the fund's total return.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

1


AIM SMALL CAP EQUITY 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 RETURN

The following bar chart shows the performance of the fund's Class A shares. The bar chart does not reflect sales loads. If it did, the annual total return shown would be lower.

                                                                         ANNUAL
YEAR ENDED                                                               TOTAL
DECEMBER 31                                                              RETURN
-----------                                                              ------
2001...................................................................  8.92%

The Class A shares' year-to-date total return as of March 31, 2002 was 7.16%.

During the periods shown in the bar chart, the highest quarterly return was 20.83% (quarter ended June 30, 2001) and the lowest quarterly return was -1724% (quarter ended September 30, 2001).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index. The fund's performance reflects payment of sales loads.

AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------------------
(for the periods ended                                          SINCE          INCEPTION
December 31, 2001)                            1 YEAR          INCEPTION           DATE
--------------------------------------------------------------------------------------------
Class A                                                                          08/31/00
  Return Before Taxes                            2.98%            (2.74)%
  Return After Taxes on Distributions            2.96             (2.75)
  Return After Taxes on Distributions and
     Sale of Fund Shares                         1.81             (2.20)
Class B                                                                          08/31/00
  Return Before Taxes                            3.24%            (2.18)%
Class C                                                                          08/31/00
  Return Before Taxes                            7.14%             0.75%
--------------------------------------------------------------------------------------------
Russell 2000--Registered Trademark--
  Index(1) (reflects no deduction for
  fees, expenses, or taxes)                      2.49%            (5.60)%(2)   08/31/00(2)
--------------------------------------------------------------------------------------------

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 and C will vary.

(1) The Russell 2000--Registered Trademark-- Index is a widely recognized, unmanaged index of common stocks that measures the performance of the 2,000 smallest companies in the Russell 3000--Registered Trademark--Index, which measures the performance of the 3000 largest U.S. companies based on total market capitalization.

(2) The average annual total return given is since the date closest to the inception date of the class with the longest performance history.

2


AIM SMALL CAP EQUITY 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
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                 5.50%      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%
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                  CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Management Fees                                     0.85%      0.85%      0.85%

Distribution and/or Service (12b-1) Fees            0.35       1.00       1.00

Other Expenses(3)                                   0.59       0.59       0.59

Total Annual Fund Operating Expenses                1.79       2.44       2.44
--------------------------------------------------------------------------------

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares within 18 months from the date of purchase, you may pay a 1% contingent deferred sales charge (CDSC) at the time of redemption.
(2) There is no guarantee that actual expenses will be the same as those shown in the table.

(3) Other Expenses have been restated to reflect expense arrangements in effect as of March 4, 2002.

You may also be charged a transaction or other fee by the financial institution managing your account.

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 invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. To the extent fees are waived and/or expenses are reimbursed, your expenses will be lower. 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
--------------------------------------------------------------------------------
Class A                                     $722    $1,082    $1,466     $2,539
Class B                                      747     1,061     1,501      2,616
Class C                                      347       761     1,301      2,776
--------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $722    $1,082    $1,466     $2,539
Class B                                      247       761     1,301      2,616
Class C                                      247       761     1,301      2,776
--------------------------------------------------------------------------------

3


AIM SMALL CAP EQUITY FUND

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor) 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 150 investment portfolios, including the fund, encompassing a broad range of investment objectives.

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2001, the advisor received compensation of 0.85% of average daily net assets.

PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual members of the team who are primarily responsible for the day-to-day management of the fund's portfolio are

- Michael Chapman, Portfolio Manager, who has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 2001. From 1999 to 2001, he was an equity analyst with Chase Manhattan Bank. During part of 1999, he was a securities analyst with Gulf Investment Management. From 1995 to 1999, he was a portfolio manager with US Global Investors, Inc.

- James Gassman, Portfolio Manager, who has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 2000. From 1998 to 2000, he was an equity analyst with Southwest Securities, Inc. Prior to 1998, he was a full time student.

- Paul J. Rasplicka, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1994.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Small Cap Equity 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. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges 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.

FUTURE FUND CLOSURE

Due to the sometimes limited availability of common stocks of smaller companies that meet the investment criteria for the fund, the fund may discontinue public sales of its shares to new investors after assets reach approximately $500 million. Existing shareholders of the fund who maintain open accounts will be permitted to continue to make additional investments in the fund.

During this closed period, the fund may impose different requirements for additional investments. Also, during this closed period the fund will continue to pay Rule 12b-1 fees, however, the Rule 12b-1 fees for Class A shares will be reduced from 0.35% to 0.25% of the fund's average daily net assets attributable to Class A shares. The Rule 12b-1 fees for Class B and Class C shares will not be reduced during this closed period.

The fund may resume sales of shares to new investors at some future date if the Board of Trustees determines that it would be in the best interest of shareholders.

4


AIM SMALL CAP EQUITY 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).

This information 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.

                                                                              CLASS A
                                                                ------------------------------------
                                                                                    AUGUST 31, 2000
                                                                                   (DATE OPERATIONS
                                                                                       COMMENCED)
                                                                YEAR ENDED                TO
                                                                DECEMBER 31,          DECEMBER 31,
                                                                 2001(a)                2000(a)
                                                                ------------        ----------------
Net asset value, beginning of period                              $   9.36              $ 10.00
----------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                       (0.05)                  --
----------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                       0.88                (0.64)
====================================================================================================
    Total from investment operations                                  0.83                (0.64)
====================================================================================================
Less dividends from net investment income                             0.00                   --
====================================================================================================
Net asset value, end of period                                    $  10.19              $  9.36
____________________________________________________________________________________________________
====================================================================================================
Total return(b)                                                       8.92%               (6.40)%
____________________________________________________________________________________________________
====================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                          $105,146              $32,805
____________________________________________________________________________________________________
====================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                    1.78%(c)             1.78%(d)
----------------------------------------------------------------------------------------------------
  Without fee waivers                                                 1.78%(c)             2.72%(d)
====================================================================================================
Ratio of net investment income (loss) to average net assets          (0.57)%(c)           (0.12)%(d)
____________________________________________________________________________________________________
====================================================================================================
Portfolio turnover rate                                                123%                  49%
____________________________________________________________________________________________________
====================================================================================================

(a) Calculated using average shares outstanding.

(b) Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $61,866,906.

(d) Annualized.

5


AIM SMALL CAP EQUITY FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                            CLASS B
                                                                --------------------------------
                                                                                AUGUST 31, 2000
                                                                               (DATE OPERATIONS
                                                                                  COMMENCED)
                                                                YEAR ENDED            TO
                                                                DECEMBER 31,      DECEMBER 31,
                                                                 2001(a)            2000(a)
                                                                ------------    ----------------
Net asset value, beginning of period                              $  9.33           $ 10.00
------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                      (0.11)            (0.03)
------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                      0.89             (0.64)
================================================================================================
    Total from investment operations                                 0.78             (0.67)
================================================================================================
Net asset value, end of period                                    $ 10.11           $  9.33
________________________________________________________________________________________________
================================================================================================
Total return(b)                                                      8.36%            (6.70)%
________________________________________________________________________________________________
================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                          $64,012           $16,385
________________________________________________________________________________________________
================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                   2.44%(c)          2.49%(d)
------------------------------------------------------------------------------------------------
  Without fee waivers                                                2.44%(c)          3.43%(d)
================================================================================================
Ratio of net investment income (loss) to average net assets         (1.23)%(c)        (0.83)%(d)
________________________________________________________________________________________________
================================================================================================
Portfolio turnover rate                                               123%               49%
________________________________________________________________________________________________
================================================================================================

(a) Calculated using average shares outstanding.

(b) Does not include contingent sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $38,283,298.

(d) Annualized.

                                                                            CLASS C
                                                                --------------------------------
                                                                                AUGUST 31, 2000
                                                                               (DATE OPERATIONS
                                                                                  COMMENCED)
                                                                YEAR ENDED            TO
                                                                DECEMBER 31,      DECEMBER 31,
                                                                 2001(a)            2000(a)
                                                                ------------    ----------------
Net asset value, beginning of period                              $  9.34            $10.00
------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                      (0.11)            (0.03)
------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                      0.87             (0.63)
================================================================================================
    Total from investment operations                                 0.76             (0.66)
================================================================================================
Net asset value, end of period                                    $ 10.10            $ 9.34
________________________________________________________________________________________________
================================================================================================
Total return(b)                                                      8.14%            (6.60)%
________________________________________________________________________________________________
================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                          $29,548            $9,028
________________________________________________________________________________________________
================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                   2.44%(c)          2.49%(d)
------------------------------------------------------------------------------------------------
  Without fee waivers                                                2.44%(c)          3.43%(d)
================================================================================================
Ratio of net investment income (loss) to average net assets          1.23%(c)         (0.83)%(d)
________________________________________________________________________________________________
================================================================================================
Portfolio turnover rate                                               123%               49%
________________________________________________________________________________________________
================================================================================================

(a) Calculated using average shares outstanding.

(b) Does not include contingent sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $17,171,230.

(d) Annualized.

6


THE AIM FUNDS

SHAREHOLDER INFORMATION

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to many other mutual funds (the AIM Funds). The following information is about all the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. When choosing a share class, you should consider the factors below:

CLASS A                              CLASS B                              CLASS C
---------------------------------------------------------------------------------------------------------
- Initial sales charge               - No initial sales charge            - No initial sales charge

- Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain                   charge on redemptions within six     charge on redemptions within
  purchases(1,2)                       years                                one year(2)

- Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares at      - Does not convert to Class A
                                       the end of the month which is        shares
                                       eight years after the date on
                                       which shares were purchased
                                       along with a pro rata portion
                                       of its reinvested dividends and
                                       distributions(3)

- Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors

(1) A contingent deferred sales charge may apply in some cases.
(2) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.
(3) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares.

AIM Global Trends Fund: If you held Class B shares on May 29, 1998 and continue to hold them, those shares will convert to Class A shares of that fund at the end of the month which is seven years after the date on which shares were purchased. If you exchange those shares for Class B shares of another AIM Fund, the shares into which you exchanged will not convert to Class A shares until the end of the month which is eight years after the date on which you purchased your original shares.


DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc. (the distributor) 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 AIM 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 AIM Funds and classes of those Funds are detailed below. 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 AIM Funds are grouped into three categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular AIM Fund is classified.

CATEGORY I INITIAL SALES CHARGES
-------------------------------------------------------------
                                          Investor's
                                         Sales Charge
                                 ----------------------------
AMOUNT OF INVESTMENT               As a % of       As a % of
IN SINGLE TRANSACTION(1)         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
-------------------------------------------------------------

(1) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.

A-1 MCF--1/02



THE AIM FUNDS

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

SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund.

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 and II 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 contingent deferred sales charge (CDSC) of 1%.

You can also make a Large Purchase of Class A shares of Category III Funds at net asset value. If your purchase occurs on or after November 15, 2001, the shares will be subject to a 0.25% CDSC if you redeem them prior to 12 months after the date of purchase.

If you currently own Class A shares of a Category I, II or III 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 a CDSC (an 18-month, 1.0% CDSC for Category I and II Fund shares, and a 12-month, 0.25% CDSC for Category III Fund shares.) The CDSC for Category III Fund shares will not apply to additional purchases made prior to November 15, 2001.

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.

The distributor may pay a dealer concession and/or a service fee for Large Purchases.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES

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

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 have redeemed 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 consultant must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment.

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.

Rights of Accumulation

You may combine your new purchases of Class A shares with shares currently owned (Class A, B or C) 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 current value of all other shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of AIM 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.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

MCF--1/02 A-2



THE AIM FUNDS

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain AIM Funds;

- when using the reinstatement privileges; and

- when a merger, consolidation, or acquisition of assets of an AIM 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 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. Consult the fund's Statement of Additional Information for details.

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
----------------------------------------------------------------------------------------------------------------
Savings Plans (money-purchase/profit sharing     $  0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)

Automatic Investment Plans                        50                                                  25

IRA, Education IRA or Roth IRA                   250                                                  50

All other accounts                               500                                                  50
----------------------------------------------------------------------------------------------------------------

The minimum initial investment for AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund (the Special Opportunities Funds) accounts is $10,000. The minimum subsequent investment is $1,000. The maximum amount for a single purchase order of AIM Small Cap Opportunities Fund is $250,000.

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.

PURCHASE OPTIONS
----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and check to the transfer agent,       slip from your confirmation
                                A I M Fund Services, Inc.,             statement to the transfer agent.
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

A-3 MCF--1/02



THE AIM FUNDS

                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
By AIM Bank Connection(SM)      Open your account using one of the     Select the AIM Bank Connection
                                methods 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.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
----------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing the AIM Fund 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 $25 ($1,000 for any of the Special Opportunities Funds). You may stop the Automatic Investment 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 AIM Fund account to one or more other AIM 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 10th or 25th day of the month, whichever you specify, in the amount you specify. The minimum amount you can exchange to a Special Opportunities Fund is $1,000. The minimum amount you can exchange to another AIM Fund is $25.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any AIM Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same AIM Fund. You may invest your dividends and distributions (1) into another AIM Fund in the same class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM Money Market Fund, or vice versa.

You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at least $5,000; or (b) in the AIM Fund receiving the dividend must be at least $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into another AIM Fund.

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 AIM Fund holdings should be rebalanced, on a percentage basis, between two and ten of your AIM Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your AIM Funds for shares of the same class of one or more other AIM Funds in your portfolio. 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.

RETIREMENT PLANS

Shares of most of the AIM 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 AIM sponsored retirement plans, which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans, SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. The plan custodian of the AIM sponsored retirement plan assesses an annual maintenance fee of $10. Contact your financial consultant for details.

MCF--1/02 A-4



THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC).

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE PRIOR TO NOVEMBER 15,
2001.

If you purchased $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund at net asset value prior to November 15, 2001, or entered into a Letter of Intent prior to November 15, 2001 to purchase $1,000,000 or more of Class A shares of a Category I, II or III Fund at net asset value, your shares may be subject to a contingent deferred sales charge (CDSC) upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - No CDSC
  shares of     Category III Fund
  Category    - Class A shares of
  III Fund      AIM Tax-Exempt Cash
                Fund
              - AIM Cash Reserve
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE ON AND AFTER NOVEMBER 15,
2001

If you purchase $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund on and after November 15, 2001, or if you make additional purchases of Class A shares or AIM Cash Reserve Shares on and after November 15, 2001 at net asset value, your shares may be subject to a CDSC upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category      Fund                    months of initial
  III Fund                              purchase of
                                        Category III Fund
                                        shares

- Class A     - Class A shares of     - 0.25% if shares are
  shares of     Category III Fund       redeemed within 12
  Category    - Class A shares of       months of initial
  III Fund      AIM Tax-Exempt Cash     purchase of
                Fund                    Category III Fund
              - AIM Cash Reserve        shares
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS B SHARES ACQUIRED BY

EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM Floating Rate Fund, the early withdrawal charge applicable to shares of AIM Floating Rate Fund will be applied instead of the CDSC normally applicable to Class B shares.

HOW TO REDEEM SHARES

Through a Financial           Contact your financial consultant.
  Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM 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.

A-5 MCF--1/02



THE AIM FUNDS

By Telephone                  Call the transfer agent. 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 accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. 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.
                              You may, with limited exceptions, redeem from an IRA account
                              by telephone. Redemptions from other types of retirement
                              accounts must be requested in writing.

By AIM Internet Connect       Place your redemption request at www.aimfunds.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
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. 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.
------------------------------------------------------------------------------------------

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.

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 and 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 and are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

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 Withdrawal 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 and AIM Cash Reserve Shares of AIM Money Market Fund only)

You may redeem shares of these AIM 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.

MCF--1/02 A-6



THE AIM FUNDS

REINSTATEMENT PRIVILEGES

You may, within 120 days after you sell shares (except Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), reinvest all or part of your redemption proceeds in Class A shares of any AIM Fund at net asset value in an identically registered account.
You may, within 120 days after you sell Class A shares of a Category III Fund, reinvest all or part of your redemption proceeds in Class A shares of that same Category III Fund at net asset value in an identically registered account.
The reinvestment amount must meet the subsequent investment minimum as indicated in the section "Purchasing Shares".
If you paid a contingent deferred sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC if you later redeem that amount.

You must notify the transfer agent in writing at the time you reinstate that you are exercising your reinstatement privilege.

REDEMPTIONS BY THE AIM FUNDS

If your account 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 for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the AIM 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 or by utilizing the Automatic Investment Plan.
If an AIM Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, the AIM 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 AIM Fund for those of another AIM Fund. Before requesting an exchange, review the prospectus of the AIM 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.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the same class of another AIM Fund. You may also exchange Class A shares of an AIM Fund for AIM Cash Reserve Shares of AIM Money Market Fund. 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 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

(a) one another;

(b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or

(c) Class A shares of another AIM 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) one another;

(b) Class A shares of an AIM Fund subject to an initial sales charge (except for 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

(c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, but only if you acquired the original shares by exchange from Class A shares subject to an initial sales charge.

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, and Class C shares for other Class C shares; or

(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class C shares.

A-7 MCF--1/02



THE AIM FUNDS

EXCHANGES NOT PERMITTED

Certain classes of shares are not covered by the exchange privilege.

For shares purchased prior to November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of Category III Funds purchased at net asset value for Class A shares of a Category I or II Fund;

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund;

- 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 I or II Funds that are subject to a CDSC; or

- 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 Funds that are subject to a CDSC.

For shares purchased on or after November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other AIM Fund that are subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund or for Class A shares of any AIM Fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II 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 or II Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- You must meet the minimum purchase requirements for the AIM Fund into which you are exchanging;

- Shares of the AIM 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;

- If you have physical share certificates, you must return them to the transfer agent prior to the exchange; and

- You are limited to a maximum of 10 exchanges per calendar year, because excessive short-term trading or market-timing activity can hurt fund performance. If you exceed that limit, or if an AIM Fund or the distributor determines, in its sole discretion, that your short-term trading is excessive or that you are engaging in market-timing activity, it may reject any additional exchange orders. An exchange is the movement out of (redemption) one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM 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. There is no fee for exchanges. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM Funds or the distributor may modify or discontinue this privilege at any time.

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 AIM 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 (1) you do not hold physical share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

MCF--1/02 A-8



THE AIM FUNDS

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time you held the original shares will be added to the holding period of the Class B or Class C 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 B shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.


EACH AIM 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 AIM FUND;

- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

- WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The AIM Funds value portfolio securities for which market quotations are readily available at market value. The AIM Funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund and AIM Tax-Exempt Cash Fund value all of 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.
The AIM Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the NYSE, events occur that materially affect the value of the security, the AIM Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board of Directors or Trustees of the AIM Fund. The effect of using fair value pricing is that an AIM Fund's net asset value will be subject to the judgment of the Board of Directors or Trustees or its designee instead of being determined by the market. Because some of the AIM Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the AIM Funds do not price their shares, the value of those funds' assets may change on days when you will not be able to purchase or redeem fund shares.

Each AIM 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 any 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.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The AIM Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. An AIM 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. Different tax rates may apply to ordinary income and long-term capital gain distributions, regardless of how long you have held your shares. Every year, you will be sent information showing the amount of dividends and distributions you received from each AIM Fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of AIM Fund shares will be subject to federal income tax. Exchanges of shares for shares of another AIM 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 AIM Fund shares may differ materially from the federal income tax consequences described above. You should consult your tax advisor before investing.

A-9 MCF--1/02



AIM SMALL CAP EQUITY FUND

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 this 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.

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:                  A I M Fund Services, Inc.
                          P.O. Box 4739
                          Houston, TX 77210-4739

BY TELEPHONE:             (800) 347-4246

ON THE INTERNET:          You can send us a request
                          by e-mail or download
                          prospectuses, annual or
                          semiannual reports via
                          our website:
                          http://www.aimfunds.com

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

You also can review and obtain copies of the fund's SAI, reports 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 duplication 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 Small Cap Equity Fund
 SEC 1940 Act file number: 811-1540
--------------------------------------

[AIM LOGO APPEARS HERE]    www.aimfunds.com   SCE-PRO-1   INVEST WITH DISCIPLINE
--Registered Trademark--                                --Registered Trademark--

      AIM VALUE FUND
      --------------------------------------------------------------------------

AIM Value Fund seeks to achieve long-term growth of capital. Income is a secondary objective.

AIM--Registered Trademark--

PROSPECTUS

MAY 1, 2002

                               This prospectus contains important
                               information about Class A, B and C 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.

                               Investments in the fund:
                                  - are not FDIC insured;
                                  - may lose value; and
                                  - are not guaranteed by a bank.

[AIM LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
--Registered Trademark--                    --Registered Trademark--

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

AIM VALUE 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                                    2

FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------

Fee Table                                            3

Expense Example                                      3

FUND MANAGEMENT                                      4
------------------------------------------------------

The Advisor                                          4

Advisor Compensation                                 4

Portfolio Managers                                   4

OTHER INFORMATION                                    4
------------------------------------------------------

Sales Charges                                        4

Dividends and Distributions                          4

FINANCIAL HIGHLIGHTS                                 5
------------------------------------------------------

SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------

Choosing a Share Class                             A-1

Purchasing Shares                                  A-3

Redeeming Shares                                   A-4

Exchanging Shares                                  A-6

Pricing of Shares                                  A-8

Taxes                                              A-8

OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investor, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE 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, myaim.com, The AIM College Savings Plan, AIM Solo 401(k) and AIM Lifetime America are service marks of A I M Management Group 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 VALUE FUND

INVESTMENT OBJECTIVES AND STRATEGIES

The fund's investment objective is to achieve long-term growth of capital. Income is a secondary objective. The investment objectives of the fund may be changed by the Board of Trustees without shareholder approval.

The fund seeks to meet its objectives by investing primarily in equity securities judged by the fund's investment advisor to be undervalued relative to the investment advisor's appraisal of the current or projected earnings of the companies issuing the securities, or relative to current market values of assets owned by the companies issuing the securities or relative to the equity markets generally. The fund also may invest in preferred stocks and debt instruments that have prospects for growth of capital. The fund also may 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.

The portfolio managers focus on undervalued equity securities of (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 that are not yet reflected in the price of the company's equity securities and (4) companies whose equity securities are selling at prices that do not reflect the current market value of their assets and where there is reason to expect realization of this potential in the form of increased equity values. The portfolio managers consider whether to sell a particular security when they believe the company no longer fits into any of the above categories.

In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the fund may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. 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.

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 of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

1


AIM VALUE 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.

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURNS
-----------                                                              -------
1992...................................................................   16.39%
1993...................................................................   18.71%
1994...................................................................    3.28%
1995...................................................................   34.85%
1996...................................................................   14.52%
1997...................................................................   23.95%
1998...................................................................   32.76%
1999...................................................................   29.95%
2000...................................................................  -14.95%
2001...................................................................  -12.99%

The Class A shares' year-to-date total return as of March 31, 2002 was -3.59%.

During the periods shown in the bar chart, the highest quarterly return was 27.35% (quarter ended December 31, 1998) and the lowest quarterly return was -15.92% (quarter ended September 30, 2001).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index. The fund's performance reflects payment of sales loads.

AVERAGE ANNUAL TOTAL RETURNS
----------------------------------------------------------------------------------------------------------------------
(for the periods ended                                                                    SINCE          INCEPTION
December 31, 2001)                          1 YEAR     5 YEARS         10 YEARS         INCEPTION(1)        DATE
------------------------------------------------------------------------------------
Class A                                                                                                    05/01/84
  Return Before Taxes                       (17.79)%       8.38%           12.67%              --
  Return After Taxes on Distributions       (17.81)        6.53            10.70               --
  Return After Taxes on Distributions
     and Sale of Fund Shares                (10.81)        6.51            10.07               --
Class B                                                                                                    10/18/93
  Return Before Taxes                       (17.92)        8.47               --            10.99%
Class C                                                                                                    08/04/97
  Return Before Taxes                       (14.46)          --               --             4.95%
----------------------------------------------------------------------------------------------------------------------
S&P 500(2) (reflects no deduction for
  fees, expenses or taxes)                  (11.88)       10.70            12.93%              --                --
----------------------------------------------------------------------------------------------------------------------

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 and C will vary.

(1)Since Inception performance is only provided for a class with less than ten calendar years of performance.

(2) The Standard & Poor's 500 Index is an unmanaged index of common stocks frequently used as a general measure of U.S. stock market performance.

2


AIM 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 from
your investment)                                   CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                 5.50%      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%
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                  CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Management Fees                                     0.63%      0.63%      0.63%

Distribution and/or Service (12b-1) Fees            0.25       1.00       1.00

Other Expenses(3)                                   0.25       0.25       0.25

Total Annual Fund Operating Expenses(4)             1.13       1.88       1.88
--------------------------------------------------------------------------------

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares within 18 months from the date of purchase, you may pay a 1% contingent deferred sales charge (CDSC) at the time of redemption.

(2)There is no guarantee that actual expenses will be the same as those shown in the table.

(3)Other Expenses have been restated to reflect expense arrangements in effect as of March 4, 2002.

(4) The advisor has agreed to waive a portion of the management fee on assets in excess of $5 billion. Total Annual Fund Operating Expenses, net of this agreement were 1.08%, 1.83% and 1.83% for Class A, Class B and Class C, respectively. Termination of this agreement requires approval by the Board of Trustees.

You may also be charged a transaction or other fee by the financial institution managing your account.

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 invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. To the extent fees are waived or expenses are reimbursed, your expenses will be lower. 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
--------------------------------------------------------------------------------
Class A                                     $659     $889     $1,138     $1,849
Class B                                      691      891      1,216      2,005
Class C                                      291      591      1,016      2,201
--------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $659     $889     $1,138     $1,849
Class B                                      191      591      1,016      2,005
Class C                                      191      591      1,016      2,201
--------------------------------------------------------------------------------

3


AIM VALUE FUND

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor) 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 150 investment portfolios, including the fund, encompassing a broad range of investment objectives.

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2001, the advisor received compensation of 0.59% of average daily net assets.

PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual members of the team who are primarily responsible for the day-to-day management of the fund's portfolio are

- Joel E. Dobberpuhl, Senior Portfolio Manager, who has been responsible for the fund since 1992 and has been associated with the advisor and/or its affiliates since 1990.

- Evan G. Harrel, Senior Portfolio Manager, who has been responsible for the fund since 1998 and has been associated with the advisor and/or its affiliates since 1998. From 1994 to 1998, he was Vice President of Van Kampen American Capital Asset Management, Inc. and a portfolio manager of various growth and equity funds.

- Robert A. Shelton, Senior Portfolio Manager, who has been responsible for the fund since 1997 and has been associated with the advisor and/or its affiliates since 1995.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM 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. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges 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.

4


AIM 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 2001 and 2000 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 for prior fiscal years or periods was audited by other public accountants.

                                                                                           CLASS A
                                                            ---------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,
                                                            ---------------------------------------------------------------------
                                                               2001       2000(A)(B)        1999(A)       1998(A)       1997(A)
                                                            ----------    -----------     -----------    ----------    ----------
Net asset value, beginning of period                        $    12.51    $     16.28     $     13.40    $    10.81    $     9.72
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                      --          (0.04)          (0.01)         0.03          0.05
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                  (1.63)         (2.42)           3.97          3.46          2.26
=================================================================================================================================
    Total from investment operations                             (1.63)         (2.46)           3.96          3.49          2.31
=================================================================================================================================
Less distributions:
  Dividends from net investment income                              --             --              --         (0.03)        (0.01)
=================================================================================================================================
  Distributions from net realized gains                          (0.01)         (1.31)          (1.08)        (0.87)        (1.21)
=================================================================================================================================
    Total distributions                                          (0.01)         (1.31)          (1.08)        (0.90)        (1.22)
=================================================================================================================================
Net asset value, end of period                              $    10.87    $     12.51     $     16.28    $    13.40    $    10.81
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(c)                                                 (12.99)%       (14.95)%         29.95%        32.76%        23.95%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                    $8,502,699    $11,223,504     $12,640,073    $8,823,094    $6,745,253
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                1.08%(d)        1.00%          1.00%         1.00%         1.04%
---------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                             1.12%(d)        1.04%          1.02%         1.02%         1.06%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of net investment income (loss) to average net
  assets                                                         (0.03)%(d)       (0.11)%      (0.09)%         0.26%         0.57%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                             38%            67%             66%          113%          137%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Per share information and shares have been restated to reflect a 3 for 1 stock split, effected in the form of a 200% stock dividend on November 10, 2000.
(b) Calculated using average shares outstanding.
(c) Does not include sales charges.

(d) Ratios are based on average daily net assets of $9,667,663,277.

5


AIM VALUE FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                           CLASS B
                                                             --------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,
                                                             --------------------------------------------------------------------
                                                                2001      2000(A)(B)      1999(A)(B)      1998(A)       1997(A)
                                                             ----------   -----------     -----------    ----------    ----------
Net asset value, beginning of period                         $    11.94   $     15.73     $     13.08    $    10.63    $     9.64
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.09)        (0.31)          (0.13)        (0.06)        (0.02)
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (1.54)        (2.17)           3.86          3.38          2.22
=================================================================================================================================
    Total from investment operations                              (1.63)        (2.48)           3.73          3.32          2.20
=================================================================================================================================
Less distributions from net realized gains:                       (0.01)        (1.31)          (1.08)        (0.87)        (1.21)
=================================================================================================================================
Net asset value, end of period                               $    10.30   $     11.94     $     15.73    $    13.08    $    10.63
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(c)                                                  (13.61)%      (15.65)%         28.94%        31.70%        22.96%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                     $9,186,980   $12,491,366     $14,338,087    $9,680,068    $6,831,796
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 1.84%(d)        1.77%         1.79%         1.80%         1.85%
---------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                              1.88%(d)        1.81%         1.81%         1.82%         1.87%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of net investment income (loss) to average net assets       (0.79)%(d)       (0.89)%       (0.88)%      (0.54)%       (0.24)%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                              38%           67%             66%          113%          137%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Per share information and shares have been restated to reflect a 3 for 1 stock split, effected in the form of a 200% stock dividend on November 10, 2000.
(b) Calculated using average shares outstanding.
(c) Does not include contingent deferred sales charges.

(d) Ratios are based on average daily net assets of $10,589,546,984.

                                                                                       CLASS C
                                                           ----------------------------------------------------------------
                                                                                                             AUGUST 4, 1997
                                                                                                             (DATE SALES
                                                                                                             COMMENCED)
                                                                      YEAR ENDED DECEMBER 31,                    TO
                                                           ----------------------------------------------    DECEMBER 31,
                                                             2001      2000(A)(B)    1999(A)(B)  1998(A)(B)   1997(A)
                                                           --------    ----------    --------    --------    --------------
Net asset value, beginning of period                       $  11.95    $    15.74    $  13.09    $  10.63       $ 11.86
---------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                (0.09)        (0.31)      (0.13)      (0.06)           --
---------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                               (1.54)        (2.17)       3.86        3.39         (0.02)
===========================================================================================================================
    Total from investment operations                          (1.63)        (2.48)       3.73        3.33         (0.02)
===========================================================================================================================
Less distributions from net realized gains:                   (0.01)        (1.31)      (1.08)      (0.87)        (1.21)
===========================================================================================================================
Net asset value, end of period                             $  10.31    $    11.95    $  15.74    $  13.09       $ 10.63
___________________________________________________________________________________________________________________________
===========================================================================================================================
Total return(c)                                              (13.60)%      (15.62)%     28.92%      31.72%        (0.08)%
___________________________________________________________________________________________________________________________
===========================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                   $943,211    $1,262,192    $860,859    $212,095       $32,900
___________________________________________________________________________________________________________________________
===========================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                             1.84%(d)       1.77%      1.79%       1.80%         1.84%(e)
---------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                          1.88%(d)       1.81%      1.81%       1.82%         1.86%(e)
___________________________________________________________________________________________________________________________
===========================================================================================================================
Ratio of net investment loss to average net assets            (0.79)%(d)      (0.88)%    (0.88)%    (0.54)%       (0.23)%(e)
___________________________________________________________________________________________________________________________
===========================================================================================================================
Portfolio turnover rate                                          38%           67%         66%        113%          137%
___________________________________________________________________________________________________________________________
===========================================================================================================================

(a) Per share information and shares have been restated to reflect a 3 for 1 stock split, effected in the form of a 200% stock dividend on November 10, 2000.
(b) Calculated using average shares outstanding.
(c) Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(d) Ratios are based on average daily net assets of $1,084,442,024.

(e) Annualized.

6


THE AIM FUNDS

SHAREHOLDER INFORMATION

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to many other mutual funds (the AIM Funds). The following information is about all the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. When choosing a share class, you should consider the factors below:

CLASS A                              CLASS B                              CLASS C
---------------------------------------------------------------------------------------------------------
- Initial sales charge               - No initial sales charge            - No initial sales charge

- Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain                   charge on redemptions within six     charge on redemptions within
  purchases(1,2)                       years                                one year(2)

- Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares at      - Does not convert to Class A
                                       the end of the month which is        shares
                                       eight years after the date on
                                       which shares were purchased
                                       along with a pro rata portion
                                       of its reinvested dividends and
                                       distributions(3)

- Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors

(1) A contingent deferred sales charge may apply in some cases.
(2) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.
(3) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares.

AIM Global Trends Fund: If you held Class B shares on May 29, 1998 and continue to hold them, those shares will convert to Class A shares of that fund at the end of the month which is seven years after the date on which shares were purchased. If you exchange those shares for Class B shares of another AIM Fund, the shares into which you exchanged will not convert to Class A shares until the end of the month which is eight years after the date on which you purchased your original shares.


DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc. (the distributor) 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 AIM 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 AIM Funds and classes of those Funds are detailed below. 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 AIM Funds are grouped into three categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular AIM Fund is classified.

CATEGORY I INITIAL SALES CHARGES
-------------------------------------------------------------
                                          Investor's
                                         Sales Charge
                                 ----------------------------
AMOUNT OF INVESTMENT               As a % of       As a % of
IN SINGLE TRANSACTION(1)         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
-------------------------------------------------------------

(1) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.

A-1 MCF--1/02



THE AIM FUNDS

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

SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund.

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 and II 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 contingent deferred sales charge (CDSC) of 1%.

You can also make a Large Purchase of Class A shares of Category III Funds at net asset value. If your purchase occurs on or after November 15, 2001, the shares will be subject to a 0.25% CDSC if you redeem them prior to 12 months after the date of purchase.

If you currently own Class A shares of a Category I, II or III 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 a CDSC (an 18-month, 1.0% CDSC for Category I and II Fund shares, and a 12-month, 0.25% CDSC for Category III Fund shares.) The CDSC for Category III Fund shares will not apply to additional purchases made prior to November 15, 2001.

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.

The distributor may pay a dealer concession and/or a service fee for Large Purchases.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES

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

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 have redeemed 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 consultant must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment.

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.

Rights of Accumulation

You may combine your new purchases of Class A shares with shares currently owned (Class A, B or C) 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 current value of all other shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of AIM 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.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

MCF--1/02 A-2



THE AIM FUNDS

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain AIM Funds;

- when using the reinstatement privileges; and

- when a merger, consolidation, or acquisition of assets of an AIM 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 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. Consult the fund's Statement of Additional Information for details.

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
----------------------------------------------------------------------------------------------------------------
Savings Plans (money-purchase/profit sharing     $  0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)

Automatic Investment Plans                        50                                                  25

IRA, Education IRA or Roth IRA                   250                                                  50

All other accounts                               500                                                  50
----------------------------------------------------------------------------------------------------------------

The minimum initial investment for AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund (the Special Opportunities Funds) accounts is $10,000. The minimum subsequent investment is $1,000. The maximum amount for a single purchase order of AIM Small Cap Opportunities Fund is $250,000.

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.

PURCHASE OPTIONS
----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and check to the transfer agent,       slip from your confirmation
                                A I M Fund Services, Inc.,             statement to the transfer agent.
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

A-3 MCF--1/02



THE AIM FUNDS

                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
By AIM Bank Connection(SM)      Open your account using one of the     Select the AIM Bank Connection
                                methods 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.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
----------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing the AIM Fund 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 $25 ($1,000 for any of the Special Opportunities Funds). You may stop the Automatic Investment 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 AIM Fund account to one or more other AIM 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 10th or 25th day of the month, whichever you specify, in the amount you specify. The minimum amount you can exchange to a Special Opportunities Fund is $1,000. The minimum amount you can exchange to another AIM Fund is $25.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any AIM Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same AIM Fund. You may invest your dividends and distributions (1) into another AIM Fund in the same class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM Money Market Fund, or vice versa.

You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at least $5,000; or (b) in the AIM Fund receiving the dividend must be at least $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into another AIM Fund.

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 AIM Fund holdings should be rebalanced, on a percentage basis, between two and ten of your AIM Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your AIM Funds for shares of the same class of one or more other AIM Funds in your portfolio. 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.

RETIREMENT PLANS

Shares of most of the AIM 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 AIM sponsored retirement plans, which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans, SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. The plan custodian of the AIM sponsored retirement plan assesses an annual maintenance fee of $10. Contact your financial consultant for details.

MCF--1/02 A-4



THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC).

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE PRIOR TO NOVEMBER 15,
2001.

If you purchased $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund at net asset value prior to November 15, 2001, or entered into a Letter of Intent prior to November 15, 2001 to purchase $1,000,000 or more of Class A shares of a Category I, II or III Fund at net asset value, your shares may be subject to a contingent deferred sales charge (CDSC) upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - No CDSC
  shares of     Category III Fund
  Category    - Class A shares of
  III Fund      AIM Tax-Exempt Cash
                Fund
              - AIM Cash Reserve
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE ON AND AFTER NOVEMBER 15,
2001

If you purchase $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund on and after November 15, 2001, or if you make additional purchases of Class A shares or AIM Cash Reserve Shares on and after November 15, 2001 at net asset value, your shares may be subject to a CDSC upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category      Fund                    months of initial
  III Fund                              purchase of
                                        Category III Fund
                                        shares

- Class A     - Class A shares of     - 0.25% if shares are
  shares of     Category III Fund       redeemed within 12
  Category    - Class A shares of       months of initial
  III Fund      AIM Tax-Exempt Cash     purchase of
                Fund                    Category III Fund
              - AIM Cash Reserve        shares
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS B SHARES ACQUIRED BY

EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM Floating Rate Fund, the early withdrawal charge applicable to shares of AIM Floating Rate Fund will be applied instead of the CDSC normally applicable to Class B shares.

HOW TO REDEEM SHARES

Through a Financial           Contact your financial consultant.
  Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM 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.

A-5 MCF--1/02



THE AIM FUNDS

By Telephone                  Call the transfer agent. 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 accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. 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.
                              You may, with limited exceptions, redeem from an IRA account
                              by telephone. Redemptions from other types of retirement
                              accounts must be requested in writing.

By AIM Internet Connect       Place your redemption request at www.aimfunds.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
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. 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.
------------------------------------------------------------------------------------------

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.

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 and 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 and are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

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 Withdrawal 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 and AIM Cash Reserve Shares of AIM Money Market Fund only)

You may redeem shares of these AIM 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.

MCF--1/02 A-6



THE AIM FUNDS

REINSTATEMENT PRIVILEGES

You may, within 120 days after you sell shares (except Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), reinvest all or part of your redemption proceeds in Class A shares of any AIM Fund at net asset value in an identically registered account.
You may, within 120 days after you sell Class A shares of a Category III Fund, reinvest all or part of your redemption proceeds in Class A shares of that same Category III Fund at net asset value in an identically registered account.
The reinvestment amount must meet the subsequent investment minimum as indicated in the section "Purchasing Shares".
If you paid a contingent deferred sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC if you later redeem that amount.

You must notify the transfer agent in writing at the time you reinstate that you are exercising your reinstatement privilege.

REDEMPTIONS BY THE AIM FUNDS

If your account 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 for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the AIM 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 or by utilizing the Automatic Investment Plan.
If an AIM Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, the AIM 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 AIM Fund for those of another AIM Fund. Before requesting an exchange, review the prospectus of the AIM 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.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the same class of another AIM Fund. You may also exchange Class A shares of an AIM Fund for AIM Cash Reserve Shares of AIM Money Market Fund. 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 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

(a) one another;

(b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or

(c) Class A shares of another AIM 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) one another;

(b) Class A shares of an AIM Fund subject to an initial sales charge (except for 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

(c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, but only if you acquired the original shares by exchange from Class A shares subject to an initial sales charge.

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, and Class C shares for other Class C shares; or

(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class C shares.

A-7 MCF--1/02



THE AIM FUNDS

EXCHANGES NOT PERMITTED

Certain classes of shares are not covered by the exchange privilege.

For shares purchased prior to November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of Category III Funds purchased at net asset value for Class A shares of a Category I or II Fund;

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund;

- 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 I or II Funds that are subject to a CDSC; or

- 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 Funds that are subject to a CDSC.

For shares purchased on or after November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other AIM Fund that are subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund or for Class A shares of any AIM Fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II 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 or II Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- You must meet the minimum purchase requirements for the AIM Fund into which you are exchanging;

- Shares of the AIM 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;

- If you have physical share certificates, you must return them to the transfer agent prior to the exchange; and

- You are limited to a maximum of 10 exchanges per calendar year, because excessive short-term trading or market-timing activity can hurt fund performance. If you exceed that limit, or if an AIM Fund or the distributor determines, in its sole discretion, that your short-term trading is excessive or that you are engaging in market-timing activity, it may reject any additional exchange orders. An exchange is the movement out of (redemption) one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM 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. There is no fee for exchanges. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM Funds or the distributor may modify or discontinue this privilege at any time.

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 AIM 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 (1) you do not hold physical share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

MCF--1/02 A-8



THE AIM FUNDS

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time you held the original shares will be added to the holding period of the Class B or Class C 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 B shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.


EACH AIM 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 AIM FUND;

- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

- WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The AIM Funds value portfolio securities for which market quotations are readily available at market value. The AIM Funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund and AIM Tax-Exempt Cash Fund value all of 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.
The AIM Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the NYSE, events occur that materially affect the value of the security, the AIM Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board of Directors or Trustees of the AIM Fund. The effect of using fair value pricing is that an AIM Fund's net asset value will be subject to the judgment of the Board of Directors or Trustees or its designee instead of being determined by the market. Because some of the AIM Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the AIM Funds do not price their shares, the value of those funds' assets may change on days when you will not be able to purchase or redeem fund shares.

Each AIM 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 any 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.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The AIM Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. An AIM 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. Different tax rates may apply to ordinary income and long-term capital gain distributions, regardless of how long you have held your shares. Every year, you will be sent information showing the amount of dividends and distributions you received from each AIM Fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of AIM Fund shares will be subject to federal income tax. Exchanges of shares for shares of another AIM 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 AIM Fund shares may differ materially from the federal income tax consequences described above. You should consult your tax advisor before investing.

A-9 MCF--1/02



AIM VALUE FUND

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 this 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.

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:                  A I M Fund Services, Inc.
                          P.O. Box 4739
                          Houston, TX 77210-4739

BY TELEPHONE:             (800) 347-4246

ON THE INTERNET:          You can send us a request
                          by e-mail or download
                          prospectuses, annual or
                          semiannual reports via
                          our website:
                          http://www.aimfunds.com

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

You also can review and obtain copies of the fund's SAI, reports 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 duplication 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 Value Fund
SEC 1940 Act file number: 811-1540

[AIM LOGO APPEARS HERE]   www.aimfunds.com   VAL-PRO-1    INVEST WITH DISCIPLINE
--Registered Trademark--                                --Registered Trademark--

      AIM VALUE II FUND
      --------------------------------------------------------------------------

AIM Value II Fund seeks to achieve long-term growth of capital.

AIM--Registered Trademark--

PROSPECTUS

MAY 1, 2002

                               This prospectus contains important
                               information about Class A, B and C 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.

                               Investments in the fund:
                                  - are not FDIC insured;
                                  - may lose value; and
                                  - are not guaranteed by a bank.

[AIM LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
--Registered Trademark--                    --Registered Trademark--

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

AIM VALUE II FUND

TABLE OF CONTENTS

INVESTMENT OBJECTIVE AND STRATEGIES                  1
------------------------------------------------------
PRINCIPAL RISKS OF INVESTING IN THE FUND             1
------------------------------------------------------
PERFORMANCE INFORMATION                              2
------------------------------------------------------
Annual Total Return                                  2

Performance Table                                    2

FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------
Fee Table                                            3

Expense Example                                      3

FUND MANAGEMENT                                      4
------------------------------------------------------
The Advisor                                          4

Advisor Compensation                                 4

Portfolio Managers                                   4

OTHER INFORMATION                                    4
------------------------------------------------------
Sales Charges                                        4

Dividends and Distributions                          4

FINANCIAL HIGHLIGHTS                                 5
------------------------------------------------------
SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------
Choosing a Share Class                             A-1

Purchasing Shares                                  A-3

Redeeming Shares                                   A-5

Exchanging Shares                                  A-7

Pricing of Shares                                  A-9

Taxes                                              A-9

OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investor, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE 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, myaim.com, The AIM College Savings Plan, AIM Solo 401(k) and AIM Lifetime America are service marks of A I M Management Group 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 VALUE II FUND

INVESTMENT OBJECTIVE AND STRATEGIES

The fund's investment objective is to achieve 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 judged by the fund's investment advisor to be undervalued relative to the investment advisor's appraisal of the current or projected earnings of the companies issuing the securities, relative to current market values of assets owned by the companies issuing the securities, or relative to the equity markets generally. The fund also may invest in preferred stocks and debt instruments that have prospects for growth of capital. Under normal conditions, the top ten holdings may comprise up to 50% of the fund's total assets. The fund also may 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.

The portfolio managers focus on undervalued equity securities of (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 that are not yet reflected in the price of the company's equity securities and (4) companies whose equity securities are selling at prices that do not reflect the current market value of their assets and where there is reason to expect realization of this potential in the form of increased equity values. The portfolio managers consider whether to sell a particular security when they believe the company no longer fits into any of the above categories.

In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the fund may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. 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 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.

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.

Because a large percentage of the fund's assets may be invested in a limited number of securities, a change in the value of these securities could significantly affect the value of your investment in the fund.

The fund may participate in the initial public offering (IPO) market in some market cycles. Because of the fund's small asset base, any investment the fund may make in IPOs may significantly increase the fund's total return. As the fund's assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the fund's total return.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

1


AIM VALUE II 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 RETURN


The following bar chart shows the performance of the fund's Class A shares. The bar chart does not reflect sales loads. If it did, the annual total return shown would be lower.

[CHART]

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURN
-----------                                                              -------
2001...................................................................  -18.17%

The Class A shares' year-to-date total return as of March 31, 2002 was -1.98%.

During the periods shown in the bar chart, the highest quarterly return was 15.53% (quarter ended December 31, 2001) and the lowest quarterly return was -24.82% (quarter ended September 30, 2001).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index. The fund's performance reflects payment of sales loads.

AVERAGE ANNUAL TOTAL RETURNS
-------------------------------------------------------------------------------------
(for the periods ended                                  SINCE           INCEPTION
December 31, 2001)                        1 YEAR      INCEPTION            DATE
-------------------------------------------------------------------------------------
Class A                                                                   08/31/00
  Return Before Taxes                      (22.64)%      (26.00)%
  Return After Taxes on Distributions      (22.69)       (26.06)
  Return After Taxes on Distributions
     and Sale of Fund Shares               (13.79)       (20.61)
Class B                                                                   08/31/00
  Return Before Taxes                      (22.83)       (25.67)
Class C                                                                   08/31/00
  Return Before Taxes                      (19.58)       (23.37)
-------------------------------------------------------------------------------------
S&P 500 Index(1) (reflects no deduction
  for fees, expenses, or taxes)            (11.88)       (17.84)(2)     08/31/00(2)
-------------------------------------------------------------------------------------

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 and C will vary.

(1) The Standard & Poor's 500 Index is an unmanaged index of common stocks frequently used as a general measure of U.S. stock market performance.

(2)The average annual total return given is since the date closest to the inception date of the class with the longest performance history.

2


AIM VALUE II 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
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                 5.50%      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%
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                  CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Management Fees                                     0.75%      0.75%      0.75%

Distribution and/or Service (12b-1) Fees            0.35       1.00       1.00

Other Expenses(3)                                   0.45       0.45       0.45

Total Annual Fund Operating Expenses                1.55       2.20       2.20
--------------------------------------------------------------------------------

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares within 18 months from the date of purchase, you may pay a 1% contingent deferred sales charge (CDSC) at the time of redemption.
(2) There is no guarantee that actual expenses will be the same as those shown in the table.

(3) Other Expenses have been restated to reflect expense arrangements in effect as of March 4, 2002.

You may also be charged a transaction or other fee by the financial institution managing your account.

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 invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. To the extent fees are waived and/or expenses reimbursed, your expenses will be lower. 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
--------------------------------------------------------------------------------
Class A                                     $699    $1,013    $1,348     $2,294
Class B                                      723       988     1,380      2,370
Class C                                      323       688     1,180      2,534
--------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $699    $1,013    $1,348     $2,294
Class B                                      223       688     1,180      2,370
Class C                                      223       688     1,180      2,534
--------------------------------------------------------------------------------

3


AIM VALUE II FUND

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor) 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 150 investment portfolios, including the fund, encompassing a broad range of investment objectives.

ADVISOR COMPENSATION

During the fiscal year December 31, 2001, the advisor received compensation of 0.73% of average daily net assets.

PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual members of the team who are primarily responsible for the day-to-day management of the fund's portfolio are

- Joel E. Dobberpuhl, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1990.

- Evan G. Harrel, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1998. From 1994 to 1998, he was Vice President of Van Kampen American Capital Asset Management, Inc. and a portfolio manager of various growth and equity funds.

- Robert A. Shelton, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1995.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Value II 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. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges 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.

4


AIM VALUE II 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).

This information has been audited by Pricewaterhouse Coopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

                                                                              CLASS A
                                                                ------------------------------------
                                                                                    AUGUST 31,
                                                                                       2000
                                                                                    (DATE OPERATIONS
                                                                                    COMMENCED)
                                                                YEAR ENDED              TO
                                                                DECEMBER 31,        DECEMBER 31,
                                                                  2001                2000(a)
                                                                ------------        ----------------
Net asset value, beginning of period                              $  8.64               $ 10.00
----------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                      (0.04)                   --
----------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                     (1.53)                (1.35)
====================================================================================================
    Total from investment operations                                (1.57)                (1.35)
====================================================================================================
Less distributions:
  Dividends from net investment income                              (0.01)                   --
----------------------------------------------------------------------------------------------------
  Distributions from net realized gains                              0.00                 (0.01)
----------------------------------------------------------------------------------------------------
    Total distributions                                             (0.01)                (0.01)
====================================================================================================
Net asset value, end of period                                    $  7.06               $  8.64
____________________________________________________________________________________________________
====================================================================================================
Total return(b)                                                    (18.17)%              (13.49)%
____________________________________________________________________________________________________
====================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                          $57,591               $55,409
____________________________________________________________________________________________________
====================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                   1.52%(c)              1.40%(d)
----------------------------------------------------------------------------------------------------
  Without fee waivers                                                1.54%(c)              2.00%(d)
====================================================================================================
Ratio of net investment income (loss) to average net assets         (0.56)%(c)             0.10%(d)
____________________________________________________________________________________________________
====================================================================================================
Portfolio turnover rate                                                67%                   13%
____________________________________________________________________________________________________
====================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $64,073,727.

(d) Annualized.

5


AIM VALUE II FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                            CLASS B
                                                                --------------------------------
                                                                                AUGUST 31,
                                                                                   2000
                                                                                (DATE OPERATIONS
                                                                                COMMENCED)
                                                                YEAR ENDED          TO
                                                                DECEMBER 31,    DECEMBER 31,
                                                                  2001            2000(a)
                                                                ------------    ----------------
Net asset value, beginning of period                              $  8.61           $ 10.00
------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                      (0.09)            (0.02)
------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                     (1.52)            (1.36)
================================================================================================
    Total from investment operations                                (1.61)            (1.38)
================================================================================================
Less distributions from net realized gains                           0.00             (0.01)
================================================================================================
Net asset value, end of period                                    $  7.00           $  8.61
________________________________________________________________________________________________
================================================================================================
Total return(b)                                                    (18.68)%          (13.79)%
________________________________________________________________________________________________
================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                          $67,571           $62,792
________________________________________________________________________________________________
================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                   2.18%(c)          2.10%(d)
------------------------------------------------------------------------------------------------
  Without fee waivers                                                2.20%(c)          2.70%(d)
================================================================================================
Ratio of net investment income (loss) to average net assets         (1.22)%(c)        (0.60)%(d)
________________________________________________________________________________________________
================================================================================================
Portfolio turnover rate                                                67%               13%
________________________________________________________________________________________________
================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $71,256,489.

(d) Annualized.

                                                                          CLASS C
                                                              --------------------------------
                                                                              AUGUST 31,
                                                                                 2000
                                                                              (DATE OPERATIONS
                                                                              COMMENCED)
                                                              YEAR ENDED          TO
                                                              DECEMBER 31,    DECEMBER 31,
                                                                2001            2000(a)
                                                              ------------    ----------------
Net asset value, beginning of period                            $  8.62           $ 10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.09)            (0.02)
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (1.53)            (1.35)
==============================================================================================
    Total from investment operations                              (1.62)            (1.37)
==============================================================================================
Less distributions from net realized gains                         0.00             (0.01)
==============================================================================================
Net asset value, end of period                                  $  7.00           $  8.62
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                  (18.77)%          (13.69)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $30,030           $30,557
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 2.18%(c)          2.10%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers                                              2.20%(c)          2.70%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (1.22)%(c)        (0.60)%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                              67%               13%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $32,647,782.

(d) Annualized.

6


THE AIM FUNDS

SHAREHOLDER INFORMATION

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to many other mutual funds (the AIM Funds). The following information is about all the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. When choosing a share class, you should consider the factors below:

CLASS A                              CLASS B                              CLASS C
---------------------------------------------------------------------------------------------------------
- Initial sales charge               - No initial sales charge            - No initial sales charge

- Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain                   charge on redemptions within six     charge on redemptions within
  purchases(1,2)                       years                                one year(2)

- Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares at      - Does not convert to Class A
                                       the end of the month which is        shares
                                       eight years after the date on
                                       which shares were purchased
                                       along with a pro rata portion
                                       of its reinvested dividends and
                                       distributions(3)

- Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors

(1) A contingent deferred sales charge may apply in some cases.
(2) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.
(3) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares.

AIM Global Trends Fund: If you held Class B shares on May 29, 1998 and continue to hold them, those shares will convert to Class A shares of that fund at the end of the month which is seven years after the date on which shares were purchased. If you exchange those shares for Class B shares of another AIM Fund, the shares into which you exchanged will not convert to Class A shares until the end of the month which is eight years after the date on which you purchased your original shares.


DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc. (the distributor) 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 AIM 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 AIM Funds and classes of those Funds are detailed below. 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 AIM Funds are grouped into three categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular AIM Fund is classified.

CATEGORY I INITIAL SALES CHARGES
-------------------------------------------------------------
                                          Investor's
                                         Sales Charge
                                 ----------------------------
AMOUNT OF INVESTMENT               As a % of       As a % of
IN SINGLE TRANSACTION(1)         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
-------------------------------------------------------------

(1) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.

A-1 MCF--1/02



THE AIM FUNDS

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

SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund.

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 and II 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 contingent deferred sales charge (CDSC) of 1%.

You can also make a Large Purchase of Class A shares of Category III Funds at net asset value. If your purchase occurs on or after November 15, 2001, the shares will be subject to a 0.25% CDSC if you redeem them prior to 12 months after the date of purchase.

If you currently own Class A shares of a Category I, II or III 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 a CDSC (an 18-month, 1.0% CDSC for Category I and II Fund shares, and a 12-month, 0.25% CDSC for Category III Fund shares.) The CDSC for Category III Fund shares will not apply to additional purchases made prior to November 15, 2001.

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.

The distributor may pay a dealer concession and/or a service fee for Large Purchases.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES

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

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 have redeemed 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 consultant must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment.

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.

Rights of Accumulation

You may combine your new purchases of Class A shares with shares currently owned (Class A, B or C) 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 current value of all other shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of AIM 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.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

MCF--1/02 A-2



THE AIM FUNDS

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain AIM Funds;

- when using the reinstatement privileges; and

- when a merger, consolidation, or acquisition of assets of an AIM 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 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. Consult the fund's Statement of Additional Information for details.

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
----------------------------------------------------------------------------------------------------------------
Savings Plans (money-purchase/profit sharing     $  0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)

Automatic Investment Plans                        50                                                  25

IRA, Education IRA or Roth IRA                   250                                                  50

All other accounts                               500                                                  50
----------------------------------------------------------------------------------------------------------------

The minimum initial investment for AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund (the Special Opportunities Funds) accounts is $10,000. The minimum subsequent investment is $1,000. The maximum amount for a single purchase order of AIM Small Cap Opportunities Fund is $250,000.

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.

PURCHASE OPTIONS
----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and check to the transfer agent,       slip from your confirmation
                                A I M Fund Services, Inc.,             statement to the transfer agent.
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

A-3 MCF--1/02



THE AIM FUNDS

                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
By AIM Bank Connection(SM)      Open your account using one of the     Select the AIM Bank Connection
                                methods 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.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
----------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing the AIM Fund 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 $25 ($1,000 for any of the Special Opportunities Funds). You may stop the Automatic Investment 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 AIM Fund account to one or more other AIM 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 10th or 25th day of the month, whichever you specify, in the amount you specify. The minimum amount you can exchange to a Special Opportunities Fund is $1,000. The minimum amount you can exchange to another AIM Fund is $25.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any AIM Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same AIM Fund. You may invest your dividends and distributions (1) into another AIM Fund in the same class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM Money Market Fund, or vice versa.

You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at least $5,000; or (b) in the AIM Fund receiving the dividend must be at least $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into another AIM Fund.

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 AIM Fund holdings should be rebalanced, on a percentage basis, between two and ten of your AIM Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your AIM Funds for shares of the same class of one or more other AIM Funds in your portfolio. 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.

RETIREMENT PLANS

Shares of most of the AIM 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 AIM sponsored retirement plans, which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans, SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. The plan custodian of the AIM sponsored retirement plan assesses an annual maintenance fee of $10. Contact your financial consultant for details.

MCF--1/02 A-4



THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC).

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE PRIOR TO NOVEMBER 15,
2001.

If you purchased $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund at net asset value prior to November 15, 2001, or entered into a Letter of Intent prior to November 15, 2001 to purchase $1,000,000 or more of Class A shares of a Category I, II or III Fund at net asset value, your shares may be subject to a contingent deferred sales charge (CDSC) upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - No CDSC
  shares of     Category III Fund
  Category    - Class A shares of
  III Fund      AIM Tax-Exempt Cash
                Fund
              - AIM Cash Reserve
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE ON AND AFTER NOVEMBER 15,
2001

If you purchase $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund on and after November 15, 2001, or if you make additional purchases of Class A shares or AIM Cash Reserve Shares on and after November 15, 2001 at net asset value, your shares may be subject to a CDSC upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category      Fund                    months of initial
  III Fund                              purchase of
                                        Category III Fund
                                        shares

- Class A     - Class A shares of     - 0.25% if shares are
  shares of     Category III Fund       redeemed within 12
  Category    - Class A shares of       months of initial
  III Fund      AIM Tax-Exempt Cash     purchase of
                Fund                    Category III Fund
              - AIM Cash Reserve        shares
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS B SHARES ACQUIRED BY

EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM Floating Rate Fund, the early withdrawal charge applicable to shares of AIM Floating Rate Fund will be applied instead of the CDSC normally applicable to Class B shares.

HOW TO REDEEM SHARES

Through a Financial           Contact your financial consultant.
  Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM 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.

A-5 MCF--1/02



THE AIM FUNDS

By Telephone                  Call the transfer agent. 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 accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. 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.
                              You may, with limited exceptions, redeem from an IRA account
                              by telephone. Redemptions from other types of retirement
                              accounts must be requested in writing.

By AIM Internet Connect       Place your redemption request at www.aimfunds.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
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. 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.
------------------------------------------------------------------------------------------

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.

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 and 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 and are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

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 Withdrawal 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 and AIM Cash Reserve Shares of AIM Money Market Fund only)

You may redeem shares of these AIM 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.

MCF--1/02 A-6



THE AIM FUNDS

REINSTATEMENT PRIVILEGES

You may, within 120 days after you sell shares (except Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), reinvest all or part of your redemption proceeds in Class A shares of any AIM Fund at net asset value in an identically registered account.
You may, within 120 days after you sell Class A shares of a Category III Fund, reinvest all or part of your redemption proceeds in Class A shares of that same Category III Fund at net asset value in an identically registered account.
The reinvestment amount must meet the subsequent investment minimum as indicated in the section "Purchasing Shares".
If you paid a contingent deferred sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC if you later redeem that amount.

You must notify the transfer agent in writing at the time you reinstate that you are exercising your reinstatement privilege.

REDEMPTIONS BY THE AIM FUNDS

If your account 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 for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the AIM 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 or by utilizing the Automatic Investment Plan.
If an AIM Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, the AIM 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 AIM Fund for those of another AIM Fund. Before requesting an exchange, review the prospectus of the AIM 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.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the same class of another AIM Fund. You may also exchange Class A shares of an AIM Fund for AIM Cash Reserve Shares of AIM Money Market Fund. 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 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

(a) one another;

(b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or

(c) Class A shares of another AIM 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) one another;

(b) Class A shares of an AIM Fund subject to an initial sales charge (except for 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

(c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, but only if you acquired the original shares by exchange from Class A shares subject to an initial sales charge.

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, and Class C shares for other Class C shares; or

(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class C shares.

A-7 MCF--1/02



THE AIM FUNDS

EXCHANGES NOT PERMITTED

Certain classes of shares are not covered by the exchange privilege.

For shares purchased prior to November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of Category III Funds purchased at net asset value for Class A shares of a Category I or II Fund;

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund;

- 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 I or II Funds that are subject to a CDSC; or

- 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 Funds that are subject to a CDSC.

For shares purchased on or after November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other AIM Fund that are subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund or for Class A shares of any AIM Fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II 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 or II Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- You must meet the minimum purchase requirements for the AIM Fund into which you are exchanging;

- Shares of the AIM 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;

- If you have physical share certificates, you must return them to the transfer agent prior to the exchange; and

- You are limited to a maximum of 10 exchanges per calendar year, because excessive short-term trading or market-timing activity can hurt fund performance. If you exceed that limit, or if an AIM Fund or the distributor determines, in its sole discretion, that your short-term trading is excessive or that you are engaging in market-timing activity, it may reject any additional exchange orders. An exchange is the movement out of (redemption) one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM 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. There is no fee for exchanges. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM Funds or the distributor may modify or discontinue this privilege at any time.

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 AIM 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 (1) you do not hold physical share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

MCF--1/02 A-8



THE AIM FUNDS

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time you held the original shares will be added to the holding period of the Class B or Class C 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 B shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.


EACH AIM 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 AIM FUND;

- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

- WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The AIM Funds value portfolio securities for which market quotations are readily available at market value. The AIM Funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund and AIM Tax-Exempt Cash Fund value all of 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.
The AIM Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the NYSE, events occur that materially affect the value of the security, the AIM Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board of Directors or Trustees of the AIM Fund. The effect of using fair value pricing is that an AIM Fund's net asset value will be subject to the judgment of the Board of Directors or Trustees or its designee instead of being determined by the market. Because some of the AIM Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the AIM Funds do not price their shares, the value of those funds' assets may change on days when you will not be able to purchase or redeem fund shares.

Each AIM 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 any 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.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The AIM Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. An AIM 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. Different tax rates may apply to ordinary income and long-term capital gain distributions, regardless of how long you have held your shares. Every year, you will be sent information showing the amount of dividends and distributions you received from each AIM Fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of AIM Fund shares will be subject to federal income tax. Exchanges of shares for shares of another AIM 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 AIM Fund shares may differ materially from the federal income tax consequences described above. You should consult your tax advisor before investing.

A-9 MCF--1/02



AIM VALUE II FUND

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 this 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.

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:                  A I M Fund Services, Inc.
                          P.O. Box 4739
                          Houston, TX 77210-4739

BY TELEPHONE:             (800) 347-4246

ON THE INTERNET:          You can send us a request
                          by e-mail or download
                          prospectuses, annual or
                          semiannual reports via
                          our website:
                          http://www.aimfunds.com

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

You also can review and obtain copies of the fund's SAI, reports 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 duplication 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 Value II Fund
SEC 1940 Act file number: 811-1540

[AIM LOGO APPEARS HERE]   www.aimfunds.com   VAL2-PRO-1   INVEST WITH DISCIPLINE
--Registered Trademark--                                --Registered Trademark--

      AIM WORLDWIDE
      SPECTRUM FUND
      --------------------------------------------------------------------------

AIM Worldwide Spectrum Fund seeks to provide long-term growth of capital.

AIM--Registered Trademark--

PROSPECTUS

MAY 1, 2002

                               This prospectus contains important
                               information about Class A, B and C 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.

                               Investments in the fund:
                                  - are not FDIC insured;
                                  - may lose value; and
                                  - are not guaranteed by a bank.

[AIM LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
--Registered Trademark--                    --Registered Trademark--

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

AIM WORLDWIDE SPECTRUM FUND

TABLE OF CONTENTS

INVESTMENT OBJECTIVE AND STRATEGIES                  1
------------------------------------------------------

PRINCIPAL RISKS OF INVESTING IN THE FUND             1
------------------------------------------------------

PERFORMANCE INFORMATION                              3
------------------------------------------------------

Annual Total Return                                  3

Performance Table                                    3

FEE TABLE AND EXPENSE EXAMPLE                        4
------------------------------------------------------

Fee Table                                            4

Expense Example                                      4

FUND MANAGEMENT                                      5
------------------------------------------------------

The Advisor                                          5

Advisor Compensation                                 5

Portfolio Managers                                   5

OTHER INFORMATION                                    5
------------------------------------------------------

Sales Charges                                        5

Dividends and Distributions                          5

FINANCIAL HIGHLIGHTS                                 6
------------------------------------------------------

SHAREHOLDER INFORMATION                            A-1
Choosing a Share Class                             A-1

Purchasing Shares                                  A-3

Redeeming Shares                                   A-5

Exchanging Shares                                  A-7

Pricing of Shares                                  A-9

Taxes                                              A-9

OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investor, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE 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, myaim.com, The AIM College Savings Plan, AIM Solo 401(k) and AIM Lifetime America are service marks of A I M Management Group 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 WORLDWIDE SPECTRUM 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 generally by investing in marketable equity securities of domestic issuers and foreign issuers; however, the fund may invest up to 80% of its total assets in marketable equity securities of foreign issuers. The fund invests without regard to market capitalization and may invest in the securities of companies located in at least four countries, including the United States. The fund will usually maintain at least 20% of its total assets in U.S. dollar denominated securities.

The fund emphasizes investment in companies in developed countries such as the United States, the countries of Western Europe and certain countries in the Pacific Basin. The fund may also invest in companies located in developing countries, i.e., those that are in the initial stages of their industrial cycles. The fund may invest in securities exchangeable for or convertible into marketable equity securities of foreign and domestic issuers.

The fund also may invest in preferred stocks and debt instruments that have prospects for growth of capital. The fund may invest up to 30% of its total assets in high-grade short-term securities and in debt securities, including U.S. Government obligations, investment-grade corporate bonds and taxable municipal securities. Under normal conditions, the top ten holdings may comprise up to 50% of the fund's total assets. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.

The portfolio managers focus on companies that 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 also focus on companies judged by the fund's investment advisor to be undervalued relative to the investment advisor's appraisal of the current or projected earnings of the companies issuing the securities, or relative to current market values of assets owned by the companies issuing the securities or relative to the equity markets generally.

The portfolio managers consider undervalued equity securities of (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 that are not yet reflected in the price of the company's equity securities and (4) companies whose equity securities are selling at prices that do not reflect the current market value of their assets and where there is reason to expect realization of this market value in the form of increased equity values. The portfolio managers consider whether to sell a particular security when they believe the company no longer fits into any of the above categories.

In selecting countries in which the fund will invest, the fund's portfolio managers also consider such factors as the prospect for relative economic growth of countries or regions, economic or political conditions, currency exchange fluctuations, tax considerations and the liquidity of a particular security. The fund's portfolio managers consider whether to sell a particular security when any of these factors materially changes.

In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the fund may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. 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 small- and medium-sized companies, whose prices may go up and down more than the prices of equity securities of larger, more established companies. Also, since equity securities of small- and medium-sized 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 desired price.

The prices of foreign securities may be further affected by other factors, including:

- Currency exchange rates--The dollar value of the fund's foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded.

- Political and economic conditions--The value of the fund's foreign investments may be adversely affected by political and social instability in their home countries and by changes in economic or taxation policies in those countries.

- Regulations--Foreign companies generally are subject to less stringent regulations, including financial and accounting controls, than are U.S. companies. As a result, there generally is

1


AIM WORLDWIDE SPECTRUM FUND

less publicly available information about foreign companies than about U.S. companies.

- Markets--The securities markets of other countries are smaller than U.S. securities markets. As a result, many foreign securities may be less liquid and more volatile than U.S. securities.

These factors may affect the prices of securities issued by foreign companies located in developing countries more than those in countries with mature economies. For example, many developing countries have, in the past, experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, thereby causing the value of investments in companies located in those countries to decline. Transaction costs are often higher in developing countries and there may be delays in settlement procedures.

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.

Because a large percentage of the fund's assets may be invested in a limited number of securities, a change in the value of these securities could significantly affect the value of your investment in the fund.

The fund may participate in the initial public offering (IPO) market in some market cycles. Because of the fund's small asset base, any investment the fund may make in IPOs may significantly increase the fund's total return. As the fund's assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the fund's total return.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

2


AIM WORLDWIDE SPECTRUM 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 RETURN


The following bar chart shows the performance of the fund's Class A shares. The bar chart does not reflect sales loads. If it did, the annual total return shown would be lower.

                                                                         ANNUAL
YEAR ENDED                                                               TOTAL
DECEMBER                                                                 RETURN
----------                                                               ------
                                                                             -
2001...................................................................   1.49%

The Class A shares' year-to-date total return as of March 31, 2002 was 1.83%.

During the periods shown in the bar chart, the highest quarterly return was 14.68% (quarter ended December 31, 2001) and the lowest quarterly return was -13.40% (quarter ended March 31, 2001).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index. The fund's performance reflects payment of sales loads.

AVERAGE ANNUAL TOTAL RETURNS
-------------------------------------------------------------
(for the periods
ended                             SINCE         INCEPTION
December 31, 2001)     1 YEAR   INCEPTION          DATE
-------------------------------------------------------------
Class A                                           12/29/00
  Return Before Taxes  (6.89)%      (6.86)%
  Return After Taxes
     on Distributions  (6.89)       (6.86)
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares            (4.20)       (5.49)
Class B                                           12/29/00
  Return Before Taxes  (6.99)       (5.98)
Class C                                           12/29/00
  Return Before Taxes  (3.07)       (2.08)
-------------------------------------------------------------
MSCI AC World Free
  Index(1) (reflects
  no deduction for
  fees, expenses, or
  taxes)               (15.91)     (15.91)(2)     12/31/00(2)
-------------------------------------------------------------

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 and C will vary.

(1)The Morgan Stanley Capital International All Country World Free Index measures the performance of securities available to foreign investors listed on the major world stock exchanges of 47 markets, including both developed and emerging markets.

(2)The average annual total return given is since the date closest to the inception date of the class with the longest performance history.

3


AIM WORLDWIDE SPECTRUM 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
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                  5.50%     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%
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                  CLASS A    CLASS B    CLASS C
--------------------------------------------------------------------------------
Management Fees                                     0.85%      0.85%      0.85%

Distribution and/or Service (12b-1) Fees            0.35       1.00       1.00

Other Expenses(3)                                   3.24       3.24       3.24

Total Annual Fund Operating Expenses                4.44       5.09       5.09
Fee Waivers(4)                                      2.44       2.44       2.44
Net Expenses                                        2.00       2.65       2.65
--------------------------------------------------------------------------------

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares within 18 months from the date of purchase, you may pay a 1% contingent deferred sales charge (CDSC) at the time of redemption.

(2) There is no guarantee that actual expenses will be the same as those shown in the table.

(3) Other Expenses have been restated to reflect expense arrangements in effect as of March 4, 2002.

(4) The advisor has contractually agreed to waive fees and/or reimburse expenses (excluding interest, taxes, dividends on short sales, extraordinary items and increases in expenses due to expense offset arrangements, if any) for Class A, Class B and Class C shares to the extent necessary to limit the Total Annual Fund Operating Expenses of Class A shares to 2.00% (e.g., if AIM waives 2.44% of Class A expenses, AIM will also waive 2.44% of Class B and Class C expenses). Total Annual Fund Operating Expenses net of waivers and reimbursements for the fiscal year ended December 31, 2001 for Class A, Class B and Class C shares were 1.91%, 2.57% and 2.57%.

You may also be charged a transaction or other fee by the financial institution managing your account.

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 invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. To the extent fees are waived and/or expenses are reimbursed, your expenses will be lower. 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
--------------------------------------------------------------------------------
Class A                                    $  971   $1,819    $2,677     $4,865
Class B                                     1,009    1,825     2,739      4,944
Class C                                       609    1,525     2,539      5,067
--------------------------------------------------------------------------------

You would pay the following expenses if you did not redeem your shares:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $971    $1,819    $2,677     $4,865
Class B                                      509     1,525     2,539      4,944
Class C                                      509     1,525     2,539      5,067
--------------------------------------------------------------------------------

4


AIM WORLDWIDE SPECTRUM FUND

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor) 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 150 investment portfolios, including the fund, encompassing a broad range of investment objectives.

ADVISOR COMPENSATION

The advisor is to receive a fee from the fund calculated at the annual rate of 0.85% of the first $1 billion of average daily net assets and 0.80% of average daily net assets over $1 billion. During the fiscal year ended December 31, 2001, the advisor did not receive any compensation.

PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual members of the team who are primarily responsible for the day-to-day management of the fund's portfolio are

- Joel E. Dobberpuhl, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1990.

- Clas G. Olsson, Senior Portfolio Manager, who has been responsible for the fund since its inception in 2000 and has been associated with the advisor and/or its affiliates since 1994.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Worldwide Spectrum 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. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges 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.

5


AIM WORLDWIDE SPECTRUM 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).

This information 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.

                                                                                   CLASS A
                                                                ---------------------------------------------
                                                                                            DECEMBER 29, 2000
                                                                                            (DATE OPERATIONS
                                                                 YEAR ENDED                 COMMENCED) TO
                                                                DECEMBER 31,                DECEMBER 31,
                                                                   2001(a)                     2000
                                                                --------------------        -----------------
Net asset value, beginning of period                                   $10.00                    $10.00
-------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment loss                                                   (0.05)                       --
-------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                         (0.10)                       --
=============================================================================================================
    Total from investment operations                                    (0.15)                       --
=============================================================================================================
Less distributions from net investment income                           (0.00)                       --
=============================================================================================================
Net asset value, end of period                                         $ 9.85                    $10.00
_____________________________________________________________________________________________________________
=============================================================================================================
Total return(b)                                                         (1.49)%                      --
_____________________________________________________________________________________________________________
=============================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                               $8,725                    $1,110
_____________________________________________________________________________________________________________
=============================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                       1.91%(c)                  1.80%(d)
-------------------------------------------------------------------------------------------------------------
  Without fee waivers                                                    4.44%(c)                 76.90%(d)
_____________________________________________________________________________________________________________
=============================================================================================================
Ratio of net investment income (loss) to average net assets             (0.52)%(c)                 3.91%(d)
_____________________________________________________________________________________________________________
=============================================================================================================
Portfolio turnover rate                                                   168%                       --
_____________________________________________________________________________________________________________
=============================================================================================================

(a)Calculated using average shares outstanding.

(b)Does not include sales charges and is not annualized for periods less than one year.

(c)Ratios are based on average daily net assets of $6,242,607.

(d)Annualized.

6


AIM WORLDWIDE SPECTRUM FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                    CLASS B
                                                                ---------------
                                                                JANUARY 2, 2001
                                                                (DATE SALES
                                                                COMMENCED) TO
                                                                DECEMBER 31,
                                                                 2001(a)
                                                                ---------------
Net asset value, beginning of period                                $10.00
-------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                       (0.11)
-------------------------------------------------------------------------------
  Net losses on securities (both realized and unrealized)            (0.10)
===============================================================================
    Total from investment operations                                 (0.21)
===============================================================================
Less distributions from net investment income                        (0.00)
===============================================================================
Net asset value, end of period                                      $ 9.79
_______________________________________________________________________________
===============================================================================
Total return(b)                                                      (2.09)%
_______________________________________________________________________________
===============================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                            $3,613
_______________________________________________________________________________
===============================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                    2.57%(c)
-------------------------------------------------------------------------------
  Without fee waivers                                                 5.10%(c)
===============================================================================
Ratio of net investment income (loss) to average net assets          (1.18)%(c)
_______________________________________________________________________________
===============================================================================
Portfolio turnover rate                                                168%
_______________________________________________________________________________
===============================================================================

(a)Calculated using average shares outstanding.

(b)Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(c)Ratios are annualized and based on average daily net assets of $1,125,683.

                                                                    CLASS C
                                                                ----------------
                                                                JANUARY 11, 2001
                                                                (DATE SALES
                                                                COMMENCED) TO
                                                                DECEMBER 31,
                                                                  2001(a)
                                                                ----------------
Net asset value, beginning of period                                 $10.00
--------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                        (0.11)
--------------------------------------------------------------------------------
  Net losses on securities (both realized and unrealized)             (0.10)
================================================================================
    Total from investment operations                                  (0.21)
================================================================================
Less distributions from net investment income                         (0.00)
================================================================================
Net asset value, end of period                                       $ 9.79
________________________________________________________________________________
================================================================================
Total return(b)                                                       (2.09)%
________________________________________________________________________________
================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                             $1,312
________________________________________________________________________________
================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                     2.57%(c)
--------------------------------------------------------------------------------
  Without fee waivers                                                  5.10%(c)
================================================================================
Ratio of net investment income (loss) to average net assets           (1.18)%(c)
________________________________________________________________________________
================================================================================
Portfolio turnover rate                                                 168%
________________________________________________________________________________
================================================================================

(a)Calculated using average shares outstanding.

(b)Does not include contingent deferred sales charges and is not annualized for periods less than one year.

(c)Ratios are annualized and based on average daily net assets of $884,117.

7


THE AIM FUNDS

SHAREHOLDER INFORMATION

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to many other mutual funds (the AIM Funds). The following information is about all the AIM Funds.

CHOOSING A SHARE CLASS

Many of the AIM Funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. When choosing a share class, you should consider the factors below:

CLASS A                              CLASS B                              CLASS C
---------------------------------------------------------------------------------------------------------
- Initial sales charge               - No initial sales charge            - No initial sales charge

- Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain                   charge on redemptions within six     charge on redemptions within
  purchases(1,2)                       years                                one year(2)

- Lower distribution and service     - 12b-1 fee of 1.00%                 - 12b-1 fee of 1.00%
  (12b-1) fee than Class B or
  Class C shares (See "Fee Table
  and Expense Example")

                                     - Converts to Class A shares at      - Does not convert to Class A
                                       the end of the month which is        shares
                                       eight years after the date on
                                       which shares were purchased
                                       along with a pro rata portion
                                       of its reinvested dividends and
                                       distributions(3)

- Generally more appropriate for     - Purchase orders limited to         - Generally more appropriate
  long-term investors                  amounts less than $250,000           for short-term investors

(1) A contingent deferred sales charge may apply in some cases.
(2) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.
(3) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares.

AIM Global Trends Fund: If you held Class B shares on May 29, 1998 and continue to hold them, those shares will convert to Class A shares of that fund at the end of the month which is seven years after the date on which shares were purchased. If you exchange those shares for Class B shares of another AIM Fund, the shares into which you exchanged will not convert to Class A shares until the end of the month which is eight years after the date on which you purchased your original shares.


DISTRIBUTION AND SERVICE (12b-1) FEES

Each AIM Fund (except AIM Tax-Free Intermediate Fund) has adopted 12b-1 plans that allow the AIM Fund to pay distribution fees to A I M Distributors, Inc. (the distributor) 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 AIM 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 AIM Funds and classes of those Funds are detailed below. 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 AIM Funds are grouped into three categories with respect to initial sales charges. The "Other Information" section of your prospectus will tell you in what category your particular AIM Fund is classified.

CATEGORY I INITIAL SALES CHARGES
-------------------------------------------------------------
                                          Investor's
                                         Sales Charge
                                 ----------------------------
AMOUNT OF INVESTMENT               As a % of       As a % of
IN SINGLE TRANSACTION(1)         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
-------------------------------------------------------------

(1) AIM Small Cap Opportunities Fund will not accept any single purchase order in excess of $250,000.

A-1 MCF--1/02



THE AIM FUNDS

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

SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund.

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 and II 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 contingent deferred sales charge (CDSC) of 1%.

You can also make a Large Purchase of Class A shares of Category III Funds at net asset value. If your purchase occurs on or after November 15, 2001, the shares will be subject to a 0.25% CDSC if you redeem them prior to 12 months after the date of purchase.

If you currently own Class A shares of a Category I, II or III 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 a CDSC (an 18-month, 1.0% CDSC for Category I and II Fund shares, and a 12-month, 0.25% CDSC for Category III Fund shares.) The CDSC for Category III Fund shares will not apply to additional purchases made prior to November 15, 2001.

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.

The distributor may pay a dealer concession and/or a service fee for Large Purchases.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES

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

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 have redeemed 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 consultant must provide sufficient information at the time of purchase to verify that your purchase qualifies for such treatment.

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.

Rights of Accumulation

You may combine your new purchases of Class A shares with shares currently owned (Class A, B or C) 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 current value of all other shares you own.

Letters of Intent

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of AIM 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.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

MCF--1/02 A-2



THE AIM FUNDS

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain AIM Funds;

- when using the reinstatement privileges; and

- when a merger, consolidation, or acquisition of assets of an AIM 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 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. Consult the fund's Statement of Additional Information for details.

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund accounts (except for investments in AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund) are as follows:

                                                                  INITIAL                        ADDITIONAL
TYPE OF ACCOUNT                                                 INVESTMENTS                      INVESTMENTS
----------------------------------------------------------------------------------------------------------------
Savings Plans (money-purchase/profit sharing     $  0 ($25 per AIM Fund investment for               $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)

Automatic Investment Plans                        50                                                  25

IRA, Education IRA or Roth IRA                   250                                                  50

All other accounts                               500                                                  50
----------------------------------------------------------------------------------------------------------------

The minimum initial investment for AIM Large Cap Opportunities Fund, AIM Mid Cap Opportunities Fund and AIM Small Cap Opportunities Fund (the Special Opportunities Funds) accounts is $10,000. The minimum subsequent investment is $1,000. The maximum amount for a single purchase order of AIM Small Cap Opportunities Fund is $250,000.

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.

PURCHASE OPTIONS
----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
Through a Financial Consultant  Contact your financial consultant.     Same

By Mail                         Mail completed account application     Mail your check and the remittance
                                and check to the transfer agent,       slip from your confirmation
                                A I M Fund Services, Inc.,             statement to the transfer agent.
                                P.O. Box 4739,
                                Houston, TX 77210-4739.

By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number. Then,
                                use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name: A I M
                                Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

A-3 MCF--1/02



THE AIM FUNDS

                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
By AIM Bank Connection(SM)      Open your account using one of the     Select the AIM Bank Connection
                                methods 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.

By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect
                                methods described above.               option on your completed account
                                                                       application or complete an AIM
                                                                       Internet Connect Authorization
                                                                       Form. Mail the application or form
                                                                       to the transfer agent. Once your
                                                                       request for this option has been
                                                                       processed (which may take up to 10
                                                                       days), you may place your purchase
                                                                       order at www.aimfunds.com. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
----------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

You can arrange for periodic investments in any of the AIM Funds by authorizing the AIM Fund 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 $25 ($1,000 for any of the Special Opportunities Funds). You may stop the Automatic Investment 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 AIM Fund account to one or more other AIM 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 10th or 25th day of the month, whichever you specify, in the amount you specify. The minimum amount you can exchange to a Special Opportunities Fund is $1,000. The minimum amount you can exchange to another AIM Fund is $25.

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in any AIM Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same AIM Fund. You may invest your dividends and distributions (1) into another AIM Fund in the same class of shares; or (2) from Class A shares into AIM Cash Reserve Shares of AIM Money Market Fund, or vice versa.

You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another AIM Fund:

(1) Your account balance (a) in the AIM Fund paying the dividend must be at least $5,000; or (b) in the AIM Fund receiving the dividend must be at least $500;

(2) Both accounts must have identical registration information; and

(3) You must have completed an authorization form to reinvest dividends into another AIM Fund.

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 AIM Fund holdings should be rebalanced, on a percentage basis, between two and ten of your AIM Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your AIM Funds for shares of the same class of one or more other AIM Funds in your portfolio. 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.

RETIREMENT PLANS

Shares of most of the AIM 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 AIM sponsored retirement plans, which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k) plans, SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. The plan custodian of the AIM sponsored retirement plan assesses an annual maintenance fee of $10. Contact your financial consultant for details.

MCF--1/02 A-4



THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC).

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE PRIOR TO NOVEMBER 15,
2001.

If you purchased $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund at net asset value prior to November 15, 2001, or entered into a Letter of Intent prior to November 15, 2001 to purchase $1,000,000 or more of Class A shares of a Category I, II or III Fund at net asset value, your shares may be subject to a contingent deferred sales charge (CDSC) upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - No CDSC
  shares of     Category III Fund
  Category    - Class A shares of
  III Fund      AIM Tax-Exempt Cash
                Fund
              - AIM Cash Reserve
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS A SHARES AND AIM CASH

RESERVE SHARES ACQUIRED BY EXCHANGE FOR PURCHASES MADE ON AND AFTER NOVEMBER 15,
2001

If you purchase $1,000,000 or more of Class A shares of any AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund on and after November 15, 2001, or if you make additional purchases of Class A shares or AIM Cash Reserve Shares on and after November 15, 2001 at net asset value, your shares may be subject to a CDSC upon redemption, as described below.

   SHARES
 INITIALLY    SHARES HELD AFTER AN    CDSC APPLICABLE UPON
 PURCHASED          EXCHANGE          REDEMPTION OF SHARES
------------  ---------------------   ---------------------
- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category I    Fund                    months of initial
  or II Fund  - Class A shares of       purchase of
                Category III Fund       Category I or II
              - AIM Cash Reserve        Fund shares
                Shares of AIM Money
                Market Fund

- Class A     - Class A shares of     - 1% if shares are
  shares of     Category I or II        redeemed within 18
  Category      Fund                    months of initial
  III Fund                              purchase of
                                        Category III Fund
                                        shares

- Class A     - Class A shares of     - 0.25% if shares are
  shares of     Category III Fund       redeemed within 12
  Category    - Class A shares of       months of initial
  III Fund      AIM Tax-Exempt Cash     purchase of
                Fund                    Category III Fund
              - AIM Cash Reserve        shares
                Shares of AIM Money
                Market Fund

REDEMPTION OF CLASS B SHARES ACQUIRED BY

EXCHANGE FROM AIM FLOATING RATE FUND

If you redeem Class B shares you acquired by exchange via a tender offer by AIM Floating Rate Fund, the early withdrawal charge applicable to shares of AIM Floating Rate Fund will be applied instead of the CDSC normally applicable to Class B shares.

HOW TO REDEEM SHARES

Through a Financial           Contact your financial consultant.
  Consultant
By Mail                       Send a written request to the transfer agent. Requests must
                              include (1) original signatures of all registered owners;
                              (2) the name of the AIM 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.

A-5 MCF--1/02



THE AIM FUNDS

By Telephone                  Call the transfer agent. 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 accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. 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.
                              You may, with limited exceptions, redeem from an IRA account
                              by telephone. Redemptions from other types of retirement
                              accounts must be requested in writing.

By AIM Internet Connect       Place your redemption request at www.aimfunds.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
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. 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.
------------------------------------------------------------------------------------------

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.

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 and 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 and are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC WITHDRAWALS

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 Withdrawal 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 and AIM Cash Reserve Shares of AIM Money Market Fund only)

You may redeem shares of these AIM 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.

MCF--1/02 A-6



THE AIM FUNDS

REINSTATEMENT PRIVILEGES

You may, within 120 days after you sell shares (except Class A shares of AIM Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), reinvest all or part of your redemption proceeds in Class A shares of any AIM Fund at net asset value in an identically registered account.
You may, within 120 days after you sell Class A shares of a Category III Fund, reinvest all or part of your redemption proceeds in Class A shares of that same Category III Fund at net asset value in an identically registered account.
The reinvestment amount must meet the subsequent investment minimum as indicated in the section "Purchasing Shares".
If you paid a contingent deferred sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC if you later redeem that amount.

You must notify the transfer agent in writing at the time you reinstate that you are exercising your reinstatement privilege.

REDEMPTIONS BY THE AIM FUNDS

If your account 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 for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the AIM 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 or by utilizing the Automatic Investment Plan.
If an AIM Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, the AIM 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 AIM Fund for those of another AIM Fund. Before requesting an exchange, review the prospectus of the AIM 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.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the same class of another AIM Fund. You may also exchange Class A shares of an AIM Fund for AIM Cash Reserve Shares of AIM Money Market Fund. 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 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

(a) one another;

(b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund; or

(c) Class A shares of another AIM 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) one another;

(b) Class A shares of an AIM Fund subject to an initial sales charge (except for 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 (except for Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or

(c) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, but only if you acquired the original shares by exchange from Class A shares subject to an initial sales charge.

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, and Class C shares for other Class C shares; or

(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class C shares.

A-7 MCF--1/02



THE AIM FUNDS

EXCHANGES NOT PERMITTED

Certain classes of shares are not covered by the exchange privilege.

For shares purchased prior to November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of Category III Funds purchased at net asset value for Class A shares of a Category I or II Fund;

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund;

- 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 I or II Funds that are subject to a CDSC; or

- 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 Funds that are subject to a CDSC.

For shares purchased on or after November 15, 2001, you may not exchange:

- Class A shares of Category I or II Funds purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;

- Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other AIM Fund that are subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or

- AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any AIM Fund or for Class A shares of any AIM Fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II 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 or II Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- You must meet the minimum purchase requirements for the AIM Fund into which you are exchanging;

- Shares of the AIM 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;

- If you have physical share certificates, you must return them to the transfer agent prior to the exchange; and

- You are limited to a maximum of 10 exchanges per calendar year, because excessive short-term trading or market-timing activity can hurt fund performance. If you exceed that limit, or if an AIM Fund or the distributor determines, in its sole discretion, that your short-term trading is excessive or that you are engaging in market-timing activity, it may reject any additional exchange orders. An exchange is the movement out of (redemption) one AIM Fund and into (purchase) another AIM Fund.

TERMS OF EXCHANGE

Under unusual market conditions, an AIM 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. There is no fee for exchanges. The exchange privilege is not an option or right to purchase shares. Any of the participating AIM Funds or the distributor may modify or discontinue this privilege at any time.

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 AIM 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 (1) you do not hold physical share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

MCF--1/02 A-8



THE AIM FUNDS

EXCHANGING CLASS B AND CLASS C SHARES

If you make an exchange involving Class B or Class C shares, the amount of time you held the original shares will be added to the holding period of the Class B or Class C 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 B shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.


EACH AIM 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 AIM FUND;

- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE AUTOMATIC INVESTMENT PLAN AND SYSTEMATIC WITHDRAWAL PLAN OPTIONS ON THE SAME ACCOUNT; OR

- WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The AIM Funds value portfolio securities for which market quotations are readily available at market value. The AIM Funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund and AIM Tax-Exempt Cash Fund value all of 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.
The AIM Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the NYSE, events occur that materially affect the value of the security, the AIM Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board of Directors or Trustees of the AIM Fund. The effect of using fair value pricing is that an AIM Fund's net asset value will be subject to the judgment of the Board of Directors or Trustees or its designee instead of being determined by the market. Because some of the AIM Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the AIM Funds do not price their shares, the value of those funds' assets may change on days when you will not be able to purchase or redeem fund shares.

Each AIM 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 any 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.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The AIM Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. An AIM 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. Different tax rates may apply to ordinary income and long-term capital gain distributions, regardless of how long you have held your shares. Every year, you will be sent information showing the amount of dividends and distributions you received from each AIM Fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of AIM Fund shares will be subject to federal income tax. Exchanges of shares for shares of another AIM 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 AIM Fund shares may differ materially from the federal income tax consequences described above. You should consult your tax advisor before investing.

A-9 MCF--1/02



AIM WORLDWIDE SPECTRUM FUND

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 this 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.

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:                  A I M Fund Services, Inc.
                          P.O. Box 4739
                          Houston, TX 77210-4739

BY TELEPHONE:             (800) 347-4246

ON THE INTERNET:          You can send us a request
                          by e-mail or download
                          prospectuses, annual or
                          semiannual reports via
                          our website:
                          http://www.aimfunds.com

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

You also can review and obtain copies of the fund's SAI, reports 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 duplication 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 Worldwide Spectrum Fund

 SEC 1940 Act file number: 811-1540
--------------------------------------

[AIM LOGO APPEARS HERE]    www.aimfunds.com   WWS-PRO-1   INVEST WITH DISCIPLINE
--Registered Trademark--                                --Registered Trademark--


STATEMENT OF
ADDITIONAL INFORMATION

AIM FUNDS GROUP
11 GREENWAY PLAZA
SUITE 100
HOUSTON, TEXAS 77046-1173
(713) 626-1919


THIS STATEMENT OF ADDITIONAL INFORMATION RELATES TO THE CLASS A, CLASS B AND
CLASS C SHARES OF EACH PORTFOLIO (EACH A "FUND," COLLECTIVELY THE "FUNDS")
OF AIM FUNDS GROUP 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. YOU MAY OBTAIN A COPY OF ANY PROSPECTUS
FOR ANY FUND LISTED BELOW FROM AN AUTHORIZED DEALER OR BY WRITING TO:

A I M FUND SERVICES, INC.
P.O. BOX 4739
HOUSTON, TEXAS 77210-4739
OR BY CALLING (800) 347-4246


THIS STATEMENT OF ADDITIONAL INFORMATION, DATED MAY 1, 2002,
RELATES TO THE FOLLOWING PROSPECTUSES:

                FUND                                           DATED
                ----                                           -----

           AIM BALANCED FUND                                MAY 1, 2002
        AIM BASIC BALANCED FUND                             MAY 1, 2002
    AIM EUROPEAN SMALL COMPANY FUND                         MAY 1, 2002
       AIM GLOBAL UTILITIES FUND                            MAY 1, 2002
AIM INTERNATIONAL EMERGING GROWTH FUND                      MAY 1, 2002
     AIM MID CAP BASIC VALUE FUND                           MAY 1, 2002
        AIM NEW TECHNOLOGY FUND                             MAY 1, 2002
        AIM SELECT EQUITY FUND                              MAY 1, 2002
       AIM SMALL CAP EQUITY FUND                            MAY 1, 2002
            AIM VALUE FUND                                  MAY 1, 2002
           AIM VALUE II FUND                                MAY 1, 2002
      AIM WORLDWIDE SPECTRUM FUND                           MAY 1, 2002


AIM FUNDS GROUP

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........................................2
         Classification.........................................................................2
         Investment Strategies and Risks........................................................3
                    Equity Investments..........................................................8
                    Foreign Investments.........................................................8
                    Debt Investments...........................................................10
                    Other Investments..........................................................14
                    Investment Techniques......................................................15
                    Derivatives................................................................19
         Fund Policies.........................................................................25
         Temporary Defensive Positions.........................................................27
         Portfolio Turnover....................................................................27

MANAGEMENT OF THE TRUST........................................................................28
         Board of Trustees.....................................................................28
         Management Information................................................................28
                    Trustee Ownership of Fund Shares...........................................29
                    Factors Considered in Approving the Investment Advisory Agreement..........29
         Compensation..........................................................................29
                    Retirement Plan For Trustees...............................................30
                    Deferred Compensation Agreements...........................................30
                    Purchase of Class A Shares of the Funds at Net Asset Value.................30
         Codes of Ethics.......................................................................31

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES............................................31

INVESTMENT ADVISORY AND OTHER SERVICES.........................................................31
         Investment Advisor....................................................................31
         Service Agreements....................................................................33
         Other Service Providers...............................................................33

BROKERAGE ALLOCATION AND OTHER PRACTICES.......................................................34
         Brokerage Transactions................................................................34
         Commissions...........................................................................35
         Brokerage Selection...................................................................35
         Directed Brokerage (Research Services)................................................36
         Regular Brokers or Dealers............................................................36
         Allocation of Portfolio Transactions..................................................36
         Allocation of Equity Offering Transactions............................................37

PURCHASE, REDEMPTION AND PRICING OF SHARES.....................................................37
         Purchase and Redemption of Shares.....................................................37
         Offering Price........................................................................52
         Redemption In Kind....................................................................53
         Backup Withholding....................................................................53

i

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.......................................................54
         Dividends and Distributions...........................................................54
         Tax Matters...........................................................................55

DISTRIBUTION OF SECURITIES.....................................................................62
         Distribution Plans....................................................................62
         Distributor...........................................................................64

CALCULATION OF PERFORMANCE DATA................................................................65


APPENDICES:

RATINGS OF DEBT SECURITIES....................................................................A-1

TRUSTEES AND OFFICERS.........................................................................B-1

TRUSTEES COMPENSATION TABLE...................................................................C-1

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES...........................................D-1

MANAGEMENT FEES ..............................................................................E-1

ADMINISTRATIVE SERVICES FEES..................................................................F-1

BROKERAGE COMMISSIONS.........................................................................G-1

DIRECTED B ROKERAGE (RESEARCH SERVICES) AND PURCHASE OF SECURITIES OF
REGULAR BROKERS OR DEALERS....................................................................H-1

AMOUNTS PAID TO A I M DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS.......................I-1

ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS.................................J-1

TOTAL SALES CHARGES...........................................................................K-1

PERFORMANCE DATA..............................................................................L-1

FINANCIAL STATEMENTS...........................................................................FS

ii

GENERAL INFORMATION ABOUT THE TRUST

FUND HISTORY

AIM Funds Group (the "Trust") is a Delaware business 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 twelve separate portfolios: AIM Balanced Fund, AIM Basic Balanced Fund, AIM European Small Company Fund, AIM Global Utilities Fund, AIM International Emerging Growth Fund, AIM Mid Cap Basic Value Fund, AIM New Technology Fund, AIM Select Equity Fund, AIM Small Cap Equity Fund, AIM Value Fund, AIM Value II Fund and AIM Worldwide Spectrum Fund, (each a "Fund" and collectively, the "Funds"). Under the Amended and Restated Agreement and Declaration of Trust, dated November 5, 1998, as amended (the "Trust Agreement"), the Board of Trustees 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 October 30, 1984, as a Massachusetts business trust. The Trust reorganized as a Delaware business trust on October 15, 1993. The following Funds were included in the reorganization:
AIM Global Utilities Fund, AIM Select Equity Fund and AIM Value Fund. In addition, on October 15, 1993, AIM Balanced Fund acquired all the assets and assumed all of the liabilities of AIM Convertible Securities Fund, Inc., a Maryland corporation. All historical financial and other information contained in this Statement of Additional Information for periods prior to October 15, 1993 relating to these Funds (or a class thereof) is that of the predecessor funds (or the corresponding class thereof). Prior to May 1, 1995, AIM Global Utilities Fund was known as AIM Utilities Fund. Prior to July 13, 2001, AIM Select Equity Fund was known as AIM Select Growth Fund, and prior to May 1, 1998, such Fund was known as AIM Growth Fund. Each of the other Funds commenced operations as a series of the Trust.

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) 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 of Trustees, 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. Each Fund offers three separate classes of shares: Class A shares, Class B shares and Class C shares. Each of AIM Balanced Fund and AIM Value Fund also offers a fourth class of shares, Institutional Class shares. This Statement of Additional Information relates solely to the Class A, Class B and Class C shares of the Funds. Each class of shares represents interests 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 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 at month-end eight

1

years after the date of purchase, the Fund's 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.

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 business 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 Agreement provides 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. The Trust Agreement also authorizes the purchase of liability insurance on behalf of trustees and officers.

SHARE CERTIFICATES. Each Fund will issue share certificates upon written request to A I M Fund Services, Inc. ("AFS"). AFS will not issue certificates for shares held in prototype retirement plans sponsored by AMVESCAP National Trust Company, an affiliate of AIM.

DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS

CLASSIFICATION

The Trust is an open-end management investment company. Each of the Funds other than AIM European Small Company Fund, AIM Global Utilities Fund and AIM International Emerging Growth Fund is "diversified" for purposes of the 1940 Act.

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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--Registered Trademark--. The table has been marked to indicate those securities and investment techniques that AIM may use to manage a Fund. A Fund may not use all of these techniques at any one time. A Fund's transactions in a particular security or use of a particular technique is subject to limitations imposed by a Fund's investment objective, 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 securities and investment techniques in this section 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.

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AIM FUNDS GROUP
SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES

  FUND            AIM        AIM BASIC       AIM          AIM           AIM          AIM MID      AIM NEW      AIM          AIM
----------      BALANCED     BALANCED      EUROPEAN      GLOBAL    INTERNATIONAL    CAP BASIC    TECHNOLOGY   SELECT       SMALL
SECURITY/         FUND         FUND         SMALL      UTILITIES      EMERGING     VALUE FUND       FUND      EQUITY        CAP
INVESTMENT                                 COMPANY        FUND      GROWTH FUND                                FUND        EQUITY
TECHNIQUE                                    FUND                                                                           FUND

                                                       EQUITY INVESTMENTS


Common Stock         X            X             X           X             X             X            X            X          X

Preferred Stock      X            X             X           X             X             X            X            X          X

Convertible          X            X             X           X             X             X            X            X          X
Securities

Alternative          X            X             X           X             X             X            X            X          X
Entity Securities

                                                       FOREIGN INVESTMENTS

Foreign Securities   X            X             X           X             X             X            X            X          X

Foreign Government   X            X             X           X             X             X            X            X          X
Obligations

Foreign Exchange     X            X             X           X             X             X            X            X          X
Transactions

                                                       DEBT INVESTMENTS

U.S. Government      X            X             X           X             X             X            X            X          X
Obligations

Money Market         X            X             X           X             X             X            X            X          X
Instruments

Mortgage-Backed and  X            X             X           X             X             X            X            X          X
Asset-Backed
Securities

Collateralized       X
Mortgage Obligations

Bank Instruments     X            X             X           X             X             X            X            X          X

Commercial           X            X             X           X             X             X            X            X          X
Instruments

Participation        X            X             X           X             X             X            X            X          X
Interests

Municipal Securities

Municipal Lease      X            X             X           X             X             X            X            X          X
Obligations


  FUND                 AIM VALUE    AIM           AIM
----------               FUND       VALUE II    WORLDWIDE
SECURITY/                            FUND       SPECTRUM
INVESTMENT                                        FUND
TECHNIQUE




Common Stock               X           X           X

Preferred Stock            X           X           X

Convertible                X           X           X
Securities

Alternative                X           X           X
Entity Securities



Foreign Securities         X           X           X

Foreign Government         X           X           X
Obligations

Foreign Exchange           X           X           X
Transactions



U.S. Government            X           X           X
Obligations

Money Market               X           X           X
Instruments

Mortgage-Backed and        X           X           X
Asset-Backed
Securities

Collateralized
Mortgage Obligations

Bank Instruments           X           X           X

Commercial                 X           X           X
Instruments

Participation              X           X           X
Interests

Municipal Securities

Municipal Lease            X           X           X
Obligations

4

  FUND            AIM        AIM BASIC       AIM          AIM           AIM          AIM MID      AIM NEW      AIM          AIM
----------      BALANCED     BALANCED      EUROPEAN      GLOBAL    INTERNATIONAL    CAP BASIC    TECHNOLOGY   SELECT       SMALL
SECURITY/         FUND         FUND         SMALL      UTILITIES      EMERGING     VALUE FUND       FUND      EQUITY        CAP
INVESTMENT                                 COMPANY        FUND      GROWTH FUND                                FUND        EQUITY
TECHNIQUE                                    FUND                                                                           FUND

Investment Grade     X            X             X           X             X             X            X            X          X
Corporate Debt
Obligations

Junk Bonds                                                        X

Liquid Assets        X            X             X           X             X             X            X            X          X

                                                        OTHER INVESTMENTS

REITs                X            X             X           X             X             X            X            X          X

Other Investment     X            X             X           X             X             X            X            X          X
Companies

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     X            X             X           X             X             X            X            X          X
Transactions

When-Issued          X            X             X           X             X             X            X            X          X
Securities

Short Sales          X            X             X           X             X             X            X            X          X

Margin Transactions

Swap Agreements      X            X             X           X             X             X            X            X          X

Interfund Loans      X            X             X           X             X             X            X            X          X

Borrowing            X            X             X           X             X             X            X            X          X




  FUND                      AIM VALUE    AIM           AIM
----------                    FUND       VALUE II    WORLDWIDE
SECURITY/                                 FUND       SPECTRUM
INVESTMENT                                             FUND
TECHNIQUE


Investment Grade                X           X           X
Corporate Debt
Obligations

Junk Bonds

Liquid Assets                   X           X           X



REITs                           X           X           X

Other Investment                X           X           X
Companies

Defaulted Securities

Municipal Forward
Contracts

Variable or Floating
Rate Instruments

Indexed Securities

Zero-Coupon and
Pay-in-Kind
Securities

Synthetic Municipal
Instruments



Delayed Delivery                X           X           X
Transactions

When-Issued                     X           X           X
Securities

Short Sales                     X           X           X

Margin Transactions

Swap Agreements                 X           X           X

Interfund Loans                 X           X           X

Borrowing                       X           X           X

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  FUND            AIM        AIM BASIC       AIM          AIM           AIM          AIM MID      AIM NEW      AIM          AIM
----------      BALANCED     BALANCED      EUROPEAN      GLOBAL    INTERNATIONAL    CAP BASIC    TECHNOLOGY   SELECT       SMALL
SECURITY/         FUND         FUND         SMALL      UTILITIES      EMERGING     VALUE FUND       FUND      EQUITY        CAP
INVESTMENT                                 COMPANY        FUND      GROWTH FUND                                FUND        EQUITY
TECHNIQUE                                    FUND                                                                           FUND



Lending Portfolio    X            X             X           X             X             X            X            X          X
Securities

Repurchase AgreementsX            X             X           X             X             X            X            X          X

Reverse Repurchase   X            X             X           X             X             X            X            X          X
Agreements

Dollar Rolls         X            X

Illiquid Securities  X            X             X           X             X             X            X            X          X

Rule 144A Securities X            X             X           X             X             X            X            X          X

Unseasoned Issuers   X            X             X           X             X             X            X            X          X

Sale of Money Market
Securities

Standby Commitments

                                                           DERIVATIVES

Equity-Linked        X            X             X           X             X             X            X            X          X
Derivatives

Put Options          X            X             X           X             X             X            X            X          X

Call Options         X            X             X           X             X             X            X            X          X

Straddles            X            X             X           X             X             X            X            X          X

Warrants             X            X             X           X             X             X            X            X          X

Futures Contracts    X            X             X           X             X             X            X            X          X
and Options on
Futures Contracts

Forward Currency     X            X             X           X             X             X            X            X          X
Contracts

Cover                X            X             X           X             X             X            X            X          X




  FUND                    AIM VALUE    AIM           AIM
----------                  FUND       VALUE II    WORLDWIDE
SECURITY/                               FUND       SPECTRUM
INVESTMENT                                           FUND
TECHNIQUE




Lending Portfolio             X           X           X
Securities

Repurchase Agreements         X           X           X

Reverse Repurchase            X           X           X
Agreements

Dollar Rolls

Illiquid Securities           X           X           X

Rule 144A Securities          X           X           X

Unseasoned Issuers            X           X           X

Sale of Money Market
Securities

Standby Commitments



Equity-Linked                 X           X           X
Derivatives

Put Options                   X           X           X

Call Options                  X           X           X

Straddles                     X           X           X

Warrants                      X           X           X

Futures Contracts             X           X           X
and Options on
Futures Contracts

Forward Currency              X           X           X
Contracts

Cover                         X           X           X

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  FUND            AIM        AIM BASIC       AIM          AIM           AIM          AIM MID      AIM NEW      AIM          AIM
----------      BALANCED     BALANCED      EUROPEAN      GLOBAL    INTERNATIONAL    CAP BASIC    TECHNOLOGY   SELECT       SMALL
SECURITY/         FUND         FUND         SMALL      UTILITIES      EMERGING     VALUE FUND       FUND      EQUITY        CAP
INVESTMENT                                 COMPANY        FUND      GROWTH FUND                                FUND        EQUITY
TECHNIQUE                                    FUND                                                                           FUND



                                          ADDITIONAL SECURITIES OR INVESTMENT TECHNIQUES


Loan Participations
and Assignments

Privatizations

Indexed Commercial
Paper

Samurai and Yankee
Bonds

Brady Bonds

Premium Securities

Structured
Investments

Stripped Income
Investments

Special Situations



  FUND                     AIM VALUE    AIM           AIM
----------                   FUND       VALUE II    WORLDWIDE
SECURITY/                                FUND       SPECTRUM
INVESTMENT                                            FUND
TECHNIQUE







Loan Participations
and Assignments

Privatizations

Indexed Commercial
Paper

Samurai and Yankee
Bonds

Brady Bonds

Premium Securities

Structured
Investments

Stripped Income
Investments

Special Situations

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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 Funds will invest in a convertible debt security based primarily on the characteristics of the equity security into which it converts, and without regard to the credit rating of the convertible security (even if the credit rating is below investment grade). To the extent that a Fund invests in convertible debt securities with credit ratings below investment grade, such securities may have a higher likelihood of default, although this may be somewhat offset by the convertibility feature. See also "Junk Bonds" below.

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 (at least 65% for AIM European Small Company Fund and AIM International Emerging Growth Fund, and up to 80% for AIM Global Utilities Fund and AIM Worldwide Spectrum Fund) in foreign securities.

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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.

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.

On January 1, 1999, certain members of the European Economic and Monetary Union ("EMU") established a common European currency known as the "euro" and each member's local currency became a denomination of the euro. Each participating country (currently, Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, and Spain) has replaced its local currency with the euro effective January 1, 2002. The replacement of currencies with the euro may cause market disruptions and adversely affect the value of securities held by a Fund.

Risks of Developing Countries. The AIM European Small Company Fund, AIM Global Utilities Fund, AIM International Emerging Growth Fund and AIM Worldwide Spectrum Fund may invest in securities of companies located in developing countries. 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 AIM International Value Fund. 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.

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FOREIGN GOVERNMENT OBLIGATIONS. Debt securities issued by foreign governments 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 interests or repay principal when due. Political or economic changes or the balance of trade may affect a country's willingness or ability to 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 government of developing countries.

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 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 total 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 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.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES - Mortgage backed securities are mortgage-related securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or issued by nongovernment entities. Mortgage-related securities represent pools of mortgage loans assembled for sale to investors by various government agencies such as GNMA and government-related organizations such as FNMA and the Federal Home Loan Mortgage Corporation ("FHLMC"), as well as by nongovernment issuers such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies. Although certain mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured.

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There are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities they issue. Mortgage-related securities issued by GNMA include GNMA Mortgage Pass-Through Certificates (also known as "Ginnie Maes") which are guaranteed as to the timely payment of principal and interest. That guarantee is backed by the full faith and credit of the U.S. Treasury. GNMA is a corporation wholly owned by the U.S. Government within the Department of Housing and Urban Development. Mortgage-related securities issued by FNMA include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as "Fannie Maes") and are guaranteed as to payment of principal and interest by FNMA itself and backed by a line of credit with the U.S. Treasury. FNMA is a government-sponsored entity wholly owned by public stockholders. Mortgage-related securities issued by FHLMC include FHLMC Mortgage Participation Certificates (also known as "Freddie Macs") guaranteed as to payment of principal and interest by FHLMC itself and backed by a line of credit with the U.S. Treasury. FHLMC is a government-sponsored entity wholly owned by public stockholders.

Other asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements. Regular payments received in respect of such securities include both interest and principal. Asset-backed securities typically have no U.S. Government backing. Additionally, the ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited.

If a Fund purchases a mortgage-backed or other asset-backed security at a premium, that portion may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. However, though the value of a mortgage-backed or other asset-backed security may decline when interest rates rise, the converse is not necessarily true, since in periods of declining interest rates the mortgages and loans underlying the securities are prone to prepayment, thereby shortening the average life of the security and shortening the period of time over which income at the higher rate is received. When interest rates are rising, though, the rate of prepayment tends to decrease, thereby lengthening the period of time over which income at the lower rate is received. For these and other reasons, a mortgage-backed or other asset-backed security's average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the security's return.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"). The AIM Balanced Fund may invest in CMOs. The Fund can also invest in mortgage-backed bonds and asset-backed securities. A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. Similar to a bond, interest and prepaid principal is paid, in most cases, semiannually. CMOs may be collateralized by whole mortgage loans, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or FNMA, and their income streams.

CMOs are structured into multiple classes, each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.

In a typical CMO transaction, a corporation ("issuer") issues multiple series (e.g., A, B, C, Z) of CMO bonds ("Bonds"). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates ("Collateral"). The Collateral is pledged to a third party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in

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the order A, B, C, Z. The Series A, B, and C Bonds all bear current interest. Interest on Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off. When the Series A, B, and C Bonds are paid in full, interest and principal on the Series Z Bond begins to be paid currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.

CMOs that are issued or guaranteed by the U.S. government or by any of its agencies or instrumentalities will be considered U.S. government securities by the Funds, while other CMOs, even if collateralized by U.S. government securities, will have the same status as other privately issued securities for purposes of applying the Fund's diversification tests.

FHLMC CMOs. FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates which are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC. Unlike FHLMC PCs, payments of principal and interest on the CMOs are made semiannually, as opposed to monthly. The amount of principal payable on each semiannual payment date is determined in accordance with FHLMC's mandatory sinking fund schedule, which, in turn, is equal to approximately 100% of FHA prepayment experience applied to the mortgage collateral pool. All sinking fund payments in the CMOs are allocated to the retirement of the individual classes of bonds in the order of their stated maturities. Payment of principal on the mortgage loans in the collateral pool in excess of the amount of FHLMC's minimum sinking fund obligation for any payment date are paid to the holders of the CMOs as additional sinking fund payments. Because of the "pass-through" nature of all principal payments received on the collateral pool in excess of FHLMC's minimum sinking fund requirement, the rate at which principal of the CMOs is actually repaid is likely to be such that each class of bonds will be retired in advance of its scheduled maturity date.

If collection of principal (including prepayments) on the mortgage loans during any semiannual payment period is not sufficient to meet FHLMC's minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds.

Risks of Mortgage-Related Securities. Investment in mortgage-backed securities poses several risks, including prepayment, market, and credit risk. Prepayment risk reflects the risk that borrowers may prepay their mortgages faster than expected, thereby affecting the investment's average life and perhaps its yield. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are most likely to exercise prepayment options at the time when it is least advantageous to investors, generally prepaying mortgages as interest rates fall, and slowing payments as interest rates rise. Besides the effect of prevailing interest rates, the rate of prepayment and refinancing of mortgages may also be affected by home value appreciation, ease of the refinancing process and local economic conditions.

Market risk reflects the risk that the price of the security may fluctuate over time. The price of mortgage-backed securities may be particularly sensitive to prevailing interest rates, the length of time the security is expected to be outstanding, and the liquidity of the issue. In a period of unstable interest rates, there may be decreased demand for certain types of mortgage-backed securities, and the Fund invested in such securities wishing to sell them may find it difficult to find a buyer, which may in turn decrease the price at which they may be sold.

Credit risk reflects the risk that the Fund may not receive all or part of its principal because the issuer or credit enhancer has defaulted on its obligations. Obligations issued by U.S. government-related entities are guaranteed as to the payment of principal and interest, but are not backed by the full faith and credit of the U.S. government. The performance of private label mortgage-backed securities, issued by private institutions, is based on the financial health of those institutions. With respect to GNMA certificates, although GNMA guarantees timely payment even if homeowners delay or default, tracking the "pass-through" payments may, at times, be difficult.

BANK INSTRUMENTS. The Funds may invest in certificates of deposits, time deposits, and bankers' acceptances from U.S. or foreign banks. A bankers' acceptance is a bill of exchange or time draft drawn

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on and accepted by a commercial bank. A certificate of deposit is a negotiable interest-bearing instrument with a specific maturity. Certificates of deposit are issued by banks and savings and loan institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. A time deposit is a non-negotiable receipt issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market.

COMMERCIAL INSTRUMENTS. Each Fund may invest in commercial instruments, including commercial paper, master notes and other short-term corporate instruments, that are denominated in U.S. dollars. Commercial paper consists of short-term promissory notes issued by corporations. Commercial paper may be traded in the secondary market after its issuance. Master notes are demand notes that permit the investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements with issuers who meet the quality criteria of the Fund. The interest rate on a master note may fluctuate based upon changes in specified interest rates or be reset periodically according to a prescribed formula or may be a set rate. Although there is no secondary market in master demand notes, if such notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice.

PARTICIPATION INTERESTS. Each Fund may purchase participations in corporate loans. Participation interests generally will be acquired from a commercial bank or other financial institution (a "Lender") or from other holders of a participation interest (a "Participant"). The purchase of a participation interest either from a Lender or a Participant will not result in any direct contractual relationship with the borrowing company ("the Borrower"). Instead, the Fund will be required to rely on the Lender or the Participant that sold the participation interest both for the enforcement of the Fund's rights against the Borrower and for the receipt and processing of payments due to the Fund under the loans. The Fund is thus subject to the credit risk of both the Borrower and a Participant. Participation interests are generally subject to restrictions on resale. The Fund considers participation interests to be illiquid and therefore subject to the Fund's percentage limitation for investments in illiquid securities.

MUNICIPAL LEASE OBLIGATIONS. Municipal lease obligations, a type of Municipal Security, may take the form of a lease, an installment purchase or a conditional sales contract. Municipal lease obligations are issued by state and local governments and authorities to acquire land, equipment and facilities such as state and municipal vehicles, telecommunications and computer equipment, and other capital assets. Interest payments on qualifying municipal leases are exempt from federal income taxes. Each Fund may purchase these obligations directly, or it may purchase participation interests in such obligations. Municipal leases are generally subject to greater risks than general obligation or revenue bonds. State laws set forth requirements that states or municipalities must meet in order to issue municipal obligations, and such obligations may contain a covenant by the issuer to budget for, appropriate, and make payments due under the obligation. However, certain municipal lease obligations may contain "non-appropriation" clauses which provide that the issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each year. Accordingly, such obligations are subject to "non-appropriation" risk. While municipal leases are secured by the underlying capital asset, it may be difficult to dispose of such assets in the event of non-appropriation or other default. All direct investments by each Fund in municipal lease obligations shall be deemed illiquid and shall be valued according to the Fund's Procedures for Valuing Securities current at the time of such valuation.

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, 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

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political, economic or social conditions applicable to such issuer's country; and, (iii) other considerations deemed appropriate.

JUNK BONDS. Junk bonds are lower-rated or non-rated debt securities. Junk bonds are considered speculative with respect to their capacity to pay interest and repay principal in accordance with the terms of the obligation. While generally providing greater income and opportunity for gain, non-investment grade debt securities are subject to greater risks than higher-rated securities.

Companies that issue junk bonds are often highly leveraged, and may not have more traditional methods of financing available to them. During an economic downturn or recession, highly leveraged issuers of high yield securities may experience financial stress, and may not have sufficient revenues to meet their interest payment obligations. Economic downturns tend to disrupt the market for junk bonds, lowering their values, and increasing their price volatility. The risk of issuer default is higher with respect to junk bonds because such issues are generally unsecured and are often subordinated to other creditors of the issuer.

The credit rating of a junk bond does not necessarily address its market value risk, and ratings may from time to time change to reflect developments regarding the issuer's financial condition. The lower the rating of a junk bond, the more speculative its characteristics.

AIM Global Utilities Fund may have difficulty selling certain junk bonds because it may have a thin trading market. The lack of a liquid secondary market may have an adverse effect on the market price and the Fund's ability to dispose of particular issues and may also make it more difficult for the Fund to obtain accurate market quotations of valuing these assets. In the event the Fund experiences an unexpected level of net redemptions, the Fund could be forced to sell its junk bonds at an unfavorable price. Prices of junk bonds have been found to be less sensitive to fluctuations in interest rates, and more sensitive to adverse economic changes and individual corporate developments than those of higher-rated debt securities.

LIQUID ASSETS. 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 or the following liquid assets: money market instruments (such as certificates of deposit, time deposits, banker's 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, participation interests in corporate loans, and municipal obligations). For cash management purposes, the Funds may also hold a portion of their assets in cash or such liquid assets.

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

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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. With respect to a Fund's purchase of shares of another investment company, including Affiliated Money Market Funds (defined below), the Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company. The Funds have obtained an exemptive order from the SEC allowing them to invest in money market funds that have AIM or an affiliate of AIM as an investment advisor (the "Affiliated Money Market Funds"), provided that investments in Affiliated Money Market Funds do not exceed 25% of the total assets of the investing Fund.

The following restrictions apply to investments in other investment companies other than Affiliated Money Market Funds: (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.

Investment Techniques

DELAYED DELIVERY TRANSACTIONS. Delayed delivery transactions or 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 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.

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 securities prior to settlement.

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

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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's custodian bank 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. In a short sale, a Fund does not immediately deliver the securities sold and does not receive the proceeds from the sale. A Fund is said to have a short position in the securities sold until it delivers the securities sold, at which time it receives the proceeds of the sale. 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 a 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 the 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. A Fund may also make short sales to generate additional income from the investment of the cash proceeds of short sales.

A Fund will only make short sales "against the box," meaning that at all times when a short position is open, the 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 equal in amount to, the securities sold short. To secure its obligation to deliver the securities sold short, a Fund will segregate with its custodian an equal amount to the securities sold short or securities convertible into or exchangeable for such securities. A Fund may pledge no more than 10% of its total assets as collateral for short sales against the box.

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

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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 interests 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. Most swap agreements entered into by a Fund would calculate the obligations on a "net basis." Consequently, a Fund's obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the "net amount"). Obligations under a swap agreement will be accrued daily (offset against amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by segregating liquid assets to avoid any potential leveraging of the Fund. A Fund will not enter into a swap agreement with any single party if the net amount owed to or to be received under existing contracts with that party would exceed 5% of the Fund's total assets. 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 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 any interfund loans are outstanding, the Fund cannot make any additional investments. 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. The Funds 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, the 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.

The Fund would continue to receive the income on loaned securities and would, at the same time, earn interest on the loan collateral or on the investment of any cash collateral. A Fund will not have the right to vote securities while they are lent, but it can call a loan in anticipation of an important vote. Any cash collateral pursuant to these loans would be invested in short-term money market instruments or Affiliated Money Market Funds. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned increases and the collateral is not increased accordingly or in the event of default by the borrower. The Fund could also experience delays and costs in gaining access to the collateral.

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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 the 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 have obtained an exemptive order from the SEC allowing them to invest their cash balances in joint accounts 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.

REVERSE REPURCHASE AGREEMENTS. Reverse repurchase agreements are agreements which 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 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, the 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 the 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

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enhance the Fund's return either on an income or total return basis or mortgage 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, 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 of Trustees, 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.

Derivatives

The Funds may each invest in forward 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. The Funds may also invest in equity-linked derivative products designed to replicate the composition and performance of particular indices. 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).

EQUITY-LINKED DERIVATIVES. Equity-Linked Derivatives are interests in a securities portfolio designed to replicate the composition and performance of a particular index. Equity-Linked Derivatives are exchange traded. The performance results of Equity-Linked Derivatives will not replicate exactly the performance of the pertinent index due to transaction and other expenses, including fees to service providers, borne by the Equity-Linked Derivatives. Examples of such products include S&P Depositary Receipts ("SPDRs"), World Equity Benchmark Series ("WEBs"), NASDAQ 100 tracking shares ("QQQs"), Dow Jones Industrial Average Instruments ("DIAMONDS") and Optimised Portfolios As Listed Securities ("OPALS"). Investments in Equity-Linked Derivatives involve the same risks associated with a direct

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investment in the types of securities included in the indices such products are designed to track. There can be no assurance that the trading price of the Equity-Linked Derivatives will equal the underlying value of the basket of securities purchased to replicate a particular index or that such basket will replicate the index. Investments in Equity-Linked Derivatives may constitute investments in other investment companies and, therefore, a Fund may be subject to the same investment restrictions with Equity-Linked Derivatives as with other investment companies. See "Other Investment Companies."

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 write (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 any 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 writing 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. 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. 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 the 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 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

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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. 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 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 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

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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 Fund, 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 Fund's 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 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 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

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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.

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," to and from 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 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.

Limitations on Futures Contracts and Options on Futures Contracts and on Certain Options on Currencies. To the extent that a Fund enters into Futures Contracts, options on Futures Contracts and options on foreign currencies traded on a CFTC-regulated exchange, in each case other than for bona fide hedging purposes (as defined by the CFTC), the aggregate initial margin and premiums required to establish those positions (excluding the amount by which options are "in-the-money") will not exceed 5% of the total assets of the Fund, after taking into account unrealized profits and unrealized losses on any contracts it has entered into. This guideline may be modified by the Board, without a shareholder vote. This limitation does not limit the percentage of the Fund's assets at risk to 5%.

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."

FORWARD CURRENCY CONTRACTS. A forward 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

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currency at the maturity of the forward 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 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 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 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 contracts varies with factors such as the currencies involved, the length of the contract period and the market conditions then prevailing. Because forward contracts are usually entered into on a principal basis, no fees or commissions are involved. The use of forward 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 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 contracts may require that Fund to set aside assets to reduce the risks associated with using forward contracts. This process is described in more detail below in the section "Cover."

COVER. Transactions using forward 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 it owns either (1) an offsetting ("covered") position in securities, currencies, or other options, forward 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 contract or option is deemed to be illiquid, the assets used to "cover" the 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, the 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.

Assets used as cover cannot be sold while the position in the corresponding forward 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.

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(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 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 the 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.

FUND POLICIES

FUNDAMENTAL RESTRICTIONS. Each Fund is subject to the following investment restrictions, which may be changed only by a vote of a majority of such Fund's outstanding shares, except that AIM European Small Company Fund and AIM International Emerging Growth Fund are not subject to restriction (1) and AIM Global Utilities Fund is not subject to restrictions (1) or (4). 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.

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(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.

(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.

AIM Global Utilities Fund will concentrate (as such term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) its investments in the securities of domestic and foreign public utility companies.

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 of Trustees has adopted non-fundamental restrictions for each of the Funds relating to certain of these restrictions which the advisor must follow in managing the Funds. Any changes to these non-fundamental restrictions, which are set forth below, require the approval of the Board of Trustees.

NON-FUNDAMENTAL RESTRICTIONS. The following non-fundamental investment restrictions apply to each of the Funds, except AIM European Small Company Fund and AIM International Emerging Growth Fund are not subject to restriction (1) and AIM Global Utilities Fund is not subject to restrictions (1) or (3). 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), if, as a result,

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(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 (i) purchase securities of other investment companies as permitted by Section 12(d)(1) of the 1940 Act and (ii) invest its assets in securities of other money market funds and lend money to other investment companies or their series portfolios that have AIM or an affiliate of AIM as an investment advisor (an "AIM Advised Fund"), subject to the terms and conditions of any exemptive orders issued by the SEC.

(2) In complying with the fundamental restriction regarding borrowing money and issuing senior securities, the Fund may borrow money in an amount not exceeding 331/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings). The Fund may borrow from banks, broker-dealers or an AIM Advised Fund. The Fund may not borrow for leveraging, but may borrow for temporary or emergency purposes, in anticipation of or in response to adverse market conditions, or for cash management purposes. The Fund may not purchase additional securities when any borrowings from banks exceed 5% of the Fund's total assets or when any borrowings from an AIM Advised 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 331/3% of its total assets and may lend money to an AIM Advised 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.

For purposes of AIM Global Utilities Fund's fundamental restriction regarding industry concentration, public utility companies shall consist of companies that produce or supply electricity, natural gas, water, sanitary services, and telephone, cable, satellite, telegraph or other communication or information transmission services, as well as developing utility technology companies and holding companies which derive at least 40% of their revenues from utility-related activities.

TEMPORARY DEFENSIVE POSITIONS

In anticipation of or in response to adverse market 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, or the following liquid assets: money market instruments, shares of affiliated money market funds or high-quality debt obligations. As a result, the Fund may not achieve its investment objective.

PORTFOLIO TURNOVER

The variation in the portfolio turnover rate for AIM Global Utility Fund for the fiscal year 2001 as compared to the prior year was due to the Fund repositioning a significant portion of its assets from investments in telecommunications-related companies to investments in electric utilities and energy-producing companies.

The variation in the portfolio turnover rate for AIM Select Equity Fund for the fiscal year 2001 as compared to the prior year was due to a change in the Fund's investment strategies that occurred during 2001.

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MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES

The overall management of the business and affairs of the Funds and the Trust is vested in the Board of Trustees. The Board of Trustees approves all significant agreements between the Trust, on behalf of one or more of the Funds, and persons or companies furnishing services to the Funds. The day-to-day operations of each Fund are delegated to the officers of the Trust and to AIM, subject always to the objective(s), restrictions and policies of the applicable Fund and to the general supervision of the Board of Trustees. Certain trustees and officers of the Trust are affiliated with AIM and A I M Management Group Inc. ("AIM 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 and their principal occupations during at least the last five years and certain other information concerning them is set forth in Appendix B.

The standing committees of the Board of Trustees are the Audit Committee, the Investments Committee, the Valuation Committee and the Committee on Directors/Trustees.

The members of the Audit Committee are Frank S. Bayley, Bruce L. Crockett, Albert R. Dowden (Vice Chair), Edward K. Dunn, Jr. (Chair), Jack M. Fields, Carl Frischling (on leave of absence), Lewis F. Pennock and Louis S. Sklar, Dr. Prema Mathai-Davis and Ruth H. Quigley. The Audit Committee is responsible for: (i) considering management's recommendations of independent accountants for each Fund and evaluating such accountants' performance, costs and financial stability; (ii) with AIM, reviewing and coordinating audit plans prepared by the Funds' independent accountants and management's internal audit staff; and (iii) reviewing financial statements contained in periodic reports to shareholders with the Funds' independent accountants and management. During the fiscal year ended December 31, 2001, the Audit Committee held 9 meetings.

The members of the Investments Committee are Messrs. Bayley, Crockett, Dowden, Dunn, Fields, Frischling, Pennock and Sklar (Chair), Dr. Mathai-Davis
(Vice Chair) and Miss Quigley. The Investments Committee is responsible for: (i)
overseeing AIM's investment-related compliance systems and procedures to ensure their continued adequacy; and (ii) considering and acting, on an interim basis between meetings of the full Board, on investment-related matters requiring Board consideration, including dividends and distributions, brokerage policies and pricing matters. During the fiscal year ended December 31, 2001, the Investments Committee held 6 meetings.

The members of the Valuation Committee are Messrs. Dunn and Pennock
(Chair) and Miss Quigley (Vice Chair). The Valuation Committee is responsible for: (i) periodically reviewing AIM's Procedures for Valuing Securities
("Procedures"), and making any recommendations to AIM with respect thereto; (ii) reviewing proposed changes to the Procedures recommended by AIM from time to time; (iii) periodically reviewing information provided by AIM regarding industry developments in connection with valuation; (iv) periodically reviewing information from AIM regarding fair value and liquidity determinations made pursuant to the Procedures, and making recommendations to the full Board in connection therewith (whether such information is provided only to the Committee or to the Committee and the full Board simultaneously); and (v) if requested by AIM, assisting AIM's internal valuation committee and/or the full Board in resolving particular valuation anomalies. During the fiscal year ended December 31, 2001, the Valuation Committee held no meetings.

The members of the Committee on Directors/Trustees are Messrs. Bayley, Crockett (Chair), Dowden, Dunn, Fields (Vice Chair), Pennock and Sklar, Dr. Mathai-Davis and Miss Quigley. The Committee on Directors/Trustees is responsible for: (i) considering and nominating individuals to stand for election as dis-interested trustees as long as the Trust maintains a distribution plan pursuant to Rule 12b-1 under the 1940 Act; (ii) reviewing from time to time the compensation payable to the dis-interested

28

trustees; and (iii) making recommendations to the Board regarding matters related to compensation, including deferred compensation plans and retirement plans for the dis-interested trustees. During the fiscal year ended December 31, 2001, the Committee on Directors/Trustees held 6 meetings.

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

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 B.

Factors Considered in Approving the Investment Advisory Agreement

The advisory agreement with AIM was re-approved for each Fund by the Trust's Board at a meeting held on May 8-9, 2001. In evaluating the fairness and reasonableness of the advisory agreement, the Board of Trustees considered a variety of factors for each Fund, including: the requirements of each Fund for investment supervisory and administrative services; the quality of AIM's services, including a review of each Fund's investment performance and AIM's investment personnel; the size of the fees in relationship to the extent and quality of the investment advisory services rendered; fees charged to AIM's other clients; fees charged by competitive investment advisors; the size of the fees in light of services provided other than investment advisory services; the expenses borne by each Fund as a percentage of its assets and relationship to contractual limitations; any fee waivers (or payments of Fund expenses) by AIM; AIM's profitability; the benefits received by AIM from its relationship to each Fund, including soft dollar arrangements, and the extent to which each Fund shares in those benefits; the organizational capabilities and financial condition of AIM and conditions and trends prevailing in the economy, the securities markets and the mutual fund industry; and the historical relationship between each Fund and AIM.

In considering the above factors, the Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, "cash balances") of each Fund may be invested in money market funds advised by AIM pursuant to the terms of an exemptive order. The Board found that each Fund may realize certain benefits upon investing cash balances in AIM advised money market funds, including a higher net return, increased liquidity, increased diversification or decreased transaction costs. The Board also found that each Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board further determined that the proposed securities lending program and related procedures with respect to each of the lending Funds is in the best interests of each lending Fund and its respective shareholders. The Board therefore concluded that the investment of cash collateral received in connection with the securities lending program in the money market funds according to the procedures is in the best interests of each lending Fund and its respective shareholders.

After consideration of these factors, the Board found that: (i) the services provided to each Fund and its shareholders were adequate; (ii) the agreements were fair and reasonable under the circumstances; and (iii) the fees payable under the agreements would have been obtained through arm's length negotiations. The Board therefore concluded that each Fund's advisory agreement was in the best interests of such Fund and its shareholders and continued the agreement for an additional year.

COMPENSATION

Each trustee who is not affiliated with AIM is compensated for his or her services according to a fee schedule which recognizes the fact that such trustee also serves as a director or trustee of other AIM

29

Funds. Each such trustee receives a fee, allocated among the AIM Funds for which he or she serves as a director or trustee, which consists of an annual retainer component and a meeting fee component.

Information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM during the year ended December 31, 2001 is found in Appendix C.

Retirement Plan For Trustees

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

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

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. The retirement benefit will equal 75% of the trustee's annual retainer paid or accrued by any Covered Fund to such trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and the trustee. The annual retirement benefits are payable in quarterly installments for a number of years equal to the lesser of
(i) ten or (ii) the number of such trustee's credited years of service. A death benefit is also available under the plan that provides a surviving spouse with a quarterly installment of 50% of a deceased trustee's retirement benefits for the same length of time that the trustee would have received based on his or her service. A trustee must have attained the age of 65 (55 in the event of death or disability) to receive any retirement benefit.

Deferred Compensation Agreements

Messrs. Dunn, Fields, Frischling and Sklar and Dr. Mathai-Davis (for purposes of this paragraph only, the "Deferring Trustees") have each executed a Deferred Compensation Agreement (collectively, the "Compensation Agreements"). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Trust, and such amounts are placed into a deferral account. Currently, the Deferring Trustees have the option to select various AIM Funds in which all or part of their deferral accounts shall be deemed to be invested. Distributions from the Deferring Trustees' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the Compensation Agreement) beginning on the date selected under the Compensation Agreement. The Board, in its sole discretion, may accelerate or extend the distribution of such deferral accounts after the Deferring Trustee's retirement benefits commence under the Plan. The Trust's Board of Trustees, in its sole discretion, also may accelerate or extend the distribution of such deferral accounts after the Deferring Trustee's termination of service as a trustee of the Trust. If a Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring Trustees have the status of unsecured creditors of the Trust and of each other AIM Fund from which they are deferring compensation.

Purchase 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 Funds without paying an initial sales charge. 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 Funds, see "Purchase, Redemption and Pricing of Shares - Purchase

30

and Redemption of Shares - Purchases of Class A Shares and AIM Cash Reserve Shares of AIM Money Market Fund - Purchases of Class A Shares at Net Asset Value."

CODES OF ETHICS

AIM, the Trust and A I M Distributors, Inc. ("AIM Distributors") have each adopted a Code of Ethics governing, as applicable, personal trading activities of all directors/trustees, officers of the Trust, persons who, in connection with their regular functions, play a role in the recommendation of any purchase or sale of a security by any of the Funds or obtain information pertaining to such purchase or sale, and certain other employees. The Codes of Ethics are intended to prohibit conflicts of interest with the Trust that may arise from personal trading. Personal trading, including personal trading involving securities that may be purchased or held by a Fund, is permitted by persons covered under the relevant Codes subject to certain restrictions; however those persons are generally required to pre-clear all security transactions with the Compliance Officer or his designee and to report all transactions on a regular basis.

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 D. 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 150 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 PLC. AMVESCAP PLC 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.

AIM is also responsible for furnishing to each Fund, at AIM's expense, the services of persons believed to be competent to perform all supervisory and administrative services required by each Fund, 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 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: brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, 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 trustees 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.

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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 following annual rates, based on the average daily net assets of each Fund during the year:

         FUND NAME                                                    NET ASSETS                      ANNUAL RATE
------------------------------------------------------------ ------------------------------------ --------------------

AIM Balanced Fund                                            First $150 million                          0.75%
                                                             Amount over $150 million                    0.50%

AIM Basic Balanced Fund                                      First $1 billion                            0.65%
                                                             Next $4 billion                             0.60%
                                                             Amount over $5 billion                      0.55%

AIM European Small Company Fund                              All Assets                                  0.95%
AIM International Emerging Growth Fund

AIM Global Utilities Fund                                    First $200 million                          0.60%
                                                             Next $300 million                           0.50%
                                                             Next $500 million                           0.40%
                                                             Amount over $1 billion                      0.30%

AIM Mid Cap Basic Value Fund                                 First $1 billion                            0.80%
                                                             Next $4 billion                             0.75%
                                                             Over $5 billion                             0.70%

AIM Select Equity Fund                                       First $150 million                          0.80%
AIM Value Fund*                                              Amount over $150 million                    0.625%

AIM New Technology Fund                                      All Assets                                  1.00%

AIM Small Cap Equity Fund                                    All Assets                                  0.85%

AIM Value II Fund                                            All Assets                                  0.75%

AIM Worldwide Spectrum Fund                                  First $1 billion                            0.85%
                                                             Amount over $1 billion                      0.80%

* See AIM Value Fund voluntary fee waiver discussed below.

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.

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AIM has voluntarily agreed, effective July 1, 2001, 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. See "Other Investments - Other Investment Companies."

AIM has voluntarily agreed, effective July 1, 2001, to waive advisory fees payable by AIM Value Fund in an amount equal to 0.025% for each $5 billion increment in net assets over $5 billion, up to a maximum waiver of 0.175% on net assets in excess of $35 billion.

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 December 31, 2001 are found in Appendix E.

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 specifically approved at least annually by the Trust's Board of Trustees, 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 of Trustees. 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 December 31, 2001 are found in Appendix F.

OTHER SERVICE PROVIDERS

TRANSFER AGENT. A I M Fund Services, Inc. ("AFS"), 11 Greenway Plaza, Suite 100, Houston, Texas 77046, a registered transfer agent and wholly-owned subsidiary of AIM, acts as transfer and dividend disbursing agent for the Funds.

The Transfer Agency and Service Agreement between the Trust and AFS provides that AFS will perform certain shareholder services for the Funds. The Transfer Agency and Service Agreement

33

provides that AFS will receive a per account fee plus out-of-pocket expenses to process orders for purchases, redemptions and exchanges of shares; prepare and transmit payments for dividends and distributions declared by the Funds; maintain shareholder accounts and provide shareholders with information regarding the Funds and their accounts. AFS may impose certain copying charges for requests for copies of shareholder account statements and other historical account information older than the current year and the immediately preceding year.

In addition, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), 800 Scudders Mill Road, Plainsboro, New Jersey 08536, has entered into an agreement with the Trust (and certain other AIM Funds), PFPC Inc. (formerly known as First Data Investor Service Group) and Financial Data Services, Inc., pursuant to which MLPF&S is paid a per account fee to perform certain shareholder sub-accounting services for its customers who beneficially own shares of the Fund(s).

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. Chase Bank of Texas, N.A., 712 Main, Houston, Texas 77002, serves as Sub-Custodian for retail purchases. The Bank of New York, 100 Church Street, New York, New York 10286, also serves as Sub-Custodian to facilitate cash management.

The Custodian is 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; 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.

AUDITORS. The Funds' independent public accountants are responsible for auditing the financial statements of the Funds. The Board of Trustees has selected PricewaterhouseCoopers LLP, 1201 Louisiana, Suite 2900, Houston, Texas 77002, as the independent public accountants to audit the financial statements of the Funds.

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.

BROKERAGE ALLOCATION AND OTHER PRACTICES

BROKERAGE TRANSACTIONS

AIM makes decisions to buy and sell securities for each Fund, selects broker-dealers, 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 most favorable execution of the order, which includes the best price on the security and a low commission rate. While AIM seeks reasonably competitive commission rates, the Funds may not pay the lowest commission or spread available. See "Brokerage 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 at either net prices without commissions, but which include compensation to the broker-dealer in the form of a mark up or mark down, or on an agency basis, which involves the payment of negotiated brokerage commissions.

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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 for the last three fiscal years ended December 31, 2001 are found in Appendix G.

COMMISSIONS

During the last three fiscal years ended December 31, 2001, 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 another AIM Fund or account (and may invest in Affiliated Money Market Funds) provided the Funds follow procedures adopted by the Boards of Directors/Trustees 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.

BROKERAGE SELECTION

Section 28(e) of the Securities Exchange Act of 1934 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, in recognition of research services provided to it, a Fund may pay a broker higher commissions than those available from another broker.

Research services received from broker-dealers supplement AIM's own research (and the research of its affiliates), and may include the following types of information: statistical and background information on the U.S. and foreign economies, industry groups and individual companies; forecasts and interpretations with respect to the U.S. and foreign economies, securities, markets, specific industry groups and individual companies; information on federal, state, local and foreign political developments; portfolio management strategies; performance information on securities, indexes and investment accounts; information concerning prices of securities; and information supplied by specialized services to AIM and to the Trust's trustees with respect to the performance, investment activities, and fees and expenses of other mutual funds. Broker-dealers may communicate such information electronically, orally, in written form or on computer software. Research services may also include the providing of electronic communications of trade information and the providing of custody services, as well as the providing of equipment used to communicate research information, the providing of specialized consultations with AIM personnel with respect to computerized systems and data furnished to AIM as a component of other research services, the arranging of meetings with management of companies, and the providing of access to consultants who supply research information.

The outside research assistance is useful to AIM since the broker-dealers used by AIM tend to follow a broader universe of securities and other matters than AIM's staff can follow. In addition, the research provides AIM with a diverse perspective on financial markets. Research services provided to AIM by broker-dealers are available for the benefit of all accounts managed or advised by AIM or by its affiliates. Some broker-dealers 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,

35

including the Funds. However, the Funds are not under any obligation to deal with any broker-dealer in the execution of transactions in portfolio securities.

In some cases, the research services are available only from the broker-dealer providing them. In other cases, the research services may be obtainable from alternative sources in return for cash payments. AIM believes that the research services are beneficial in supplementing AIM's research and analysis and that they improve the quality of AIM's investment advice. The advisory fee paid by the Funds is not reduced because AIM receives such services. However, to the extent that AIM would have purchased research services had they not been provided by broker-dealers, the expenses to AIM could be considered to have been reduced accordingly.

AIM may determine target levels of commission 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; (2) the research services provided by the broker; and (3) the broker's interest in mutual funds in general and in the Funds and other mutual funds advised by AIM or A I M Capital Management, Inc. (collectively, the "AIM Funds") in particular, including sales of the Funds and of the other AIM Funds. In connection with (3) above, the Funds' trades may be executed directly by dealers that sell shares of the AIM Funds or by other broker-dealers with which such dealers have clearing arrangements, consistent with obtaining best execution. AIM will not use a specific formula in connection with any of these considerations to determine the target levels.

DIRECTED BROKERAGE (RESEARCH SERVICES)

Directed brokerage (research services) paid by each of the Funds during the last fiscal year ended December 31, 2001 are found in Appendix H.

REGULAR BROKERS OR DEALERS

Information concerning the Funds' acquisition of securities of their regular brokers or dealers during the last fiscal year ended December 31, 2001 is found in Appendix H.

ALLOCATION OF PORTFOLIO TRANSACTIONS

AIM and its affiliates manage numerous other investment 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 of these investment accounts. However, the position of each account in the same securities and the length of time that each account may hold its investment in the same securities 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 of these accounts, and is considered at or about the same time, AIM will fairly allocate transactions in such securities among the Fund(s) and these accounts. 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.

Sometimes the procedure for allocating portfolio transactions among the various investment accounts advised by AIM results in transactions which could have an adverse effect on the price or amount of securities available to a Fund. In making such allocations, AIM considers the investment objectives and policies of its advisory clients, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment, the size of investment commitments generally held, and the judgments of the persons responsible for recommending the investment. This procedure would apply to transactions in both equity and fixed income securities.

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ALLOCATION OF EQUITY OFFERING TRANSACTIONS

From time to time, certain of the AIM Funds or other accounts managed by AIM may become interested in participating in equity security distributions that are available in an equity "offering", which AIM defines as an IPO, a secondary (follow-on offering), a private placement, a direct placement or a PIPE (private investment in a public equity). Occasions may arise when purchases of such securities by one AIM Fund or account may also be considered for purchase by one or more other AIM Funds or accounts. In such cases, it shall be AIM's practice to specifically combine or otherwise bunch indications of interest for offerings for all AIM Funds and accounts participating in purchase transactions for that offering, and to 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 offering by reviewing a number of factors, including suitability of the investment with the AIM Fund's or account's investment objective, policies and strategies, the liquidity of the AIM Fund or account if such investment is purchased, and whether the portfolio manager intends to hold the security as a long-term investment. The allocation of limited supply securities issued in offerings will be made to eligible AIM Funds and accounts in a manner designed to be fair and equitable for the eligible AIM Funds and accounts, and so that there is equal allocation of offerings over the longer term. Where multiple funds or accounts are eligible, rotational participation may occur, based on the extent to which an AIM Fund or account has participated in previous offerings as well as the size of the AIM Fund or account. Each eligible AIM Fund and account with an asset level of less than $500 million will be placed in one of three tiers, depending upon each AIM Fund's or account's asset level. The AIM Funds and accounts in the tier containing funds and accounts with the smallest asset levels will participate first, each receiving a 40 basis point allocation (rounded to the nearest share round lot that approximates 40 basis points) (the "Allocation"), based on that AIM Fund's or account's net assets. This process continues until all of the AIM Funds and accounts in the three tiers receive their Allocations, or until the shares are all allocated. Should securities remain after this process, eligible AIM Funds and accounts will receive their Allocations on a straight pro rata basis. In addition, Incubator Funds, as described in AIM's Incubator and New Fund Investment Policy, will each be limited to a 40 basis point allocation only. Such allocations will be allocated to the nearest share round lot that approximates 40 basis points.

When any AIM Funds and/or accounts with substantially identical investment objectives and policies participate in offerings, they will do so in amounts that are substantially proportionate to each other. In these cases, the net assets of the largest participating AIM Fund will be used to determine in which tier, as described in the paragraph above, such group of AIM Funds or accounts will be placed. If no AIM Fund is participating, then the net assets of the largest account will be used to determine tier placement. The price per share of securities purchased in such offering transactions will be the same for each AIM Fund and account.

PURCHASE, REDEMPTION AND PRICING OF SHARES

PURCHASE AND REDEMPTION OF SHARES

Purchases of Class A Shares and AIM Cash Reserve Shares of AIM Money Market Fund

INITIAL SALES CHARGES. Each AIM Fund (other than AIM Tax-Exempt Cash Fund and AIM Money Market Fund) is grouped into one of three 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 and AIM Cash Reserve Shares of AIM Money Market Fund are sold without an initial sales charge.

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CATEGORY I FUNDS

AIM Aggressive Growth Fund                    AIM Large Cap Core Equity Fund
AIM Asian Growth Fund                         AIM Large Cap Growth Fund
AIM Basic Value Fund                          AIM Large Cap Opportunities Fund
AIM Blue Chip Fund                            AIM Mid Cap Basic Value Fund
AIM Capital Development Fund                  AIM Mid Cap Equity Fund
AIM Charter Fund                              AIM Mid Cap Growth Fund
AIM Constellation Fund                        AIM Mid Cap Opportunities Fund
AIM Dent Demographic Trends Fund              AIM New Technology Fund
AIM Emerging Growth Fund                      AIM Select Equity Fund
AIM European Development Fund                 AIM Small Cap Equity Fund
AIM European Small Company Fund               AIM Small Cap Growth Fund
AIM Euroland Growth Fund                      AIM Small Cap Opportunities Fund
AIM Global Utilities Fund                     AIM Value Fund
AIM International Emerging Growth Fund        AIM Value II Fund
AIM International Equity Fund                 AIM Weingarten Fund
AIM International Value Fund                  AIM Worldwide Spectrum Fund
AIM Large Cap Basic Value Fund

                                                                                        Dealer
                                                 Investor's Sales Charge            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(1)                          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

(1) AIM Small Cap Opportunities Fund will not accept any single purchase in excess of $250,000

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CATEGORY II FUNDS

AIM Balanced Fund                       AIM Global Trends Fund
AIM Basic Balanced Fund                 AIM High Income Municipal Fund
AIM Developing Markets Fund             AIM High Yield Fund
AIM Global Aggressive Growth Fund       AIM High Yield Fund II
AIM Global Energy Fund                  AIM Income Fund
AIM Global Financial Services Fund      AIM Intermediate Government Fund
AIM Global Growth Fund                  AIM Municipal Bond Fund
AIM Global Health Care Fund             AIM Real Estate Fund
AIM Global Income Fund                  AIM Strategic Income Fund
AIM Global Infrastructure Fund          AIM Total Return Bond Fund
AIM Global Telecommunications and
    Technology Fund

                                                                                       Dealer
                                                 Investor's Sales Charge            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

CATEGORY III FUNDS

AIM Limited Maturity Treasury Fund
AIM Tax-Free Intermediate Fund

                                                                                    Dealer
                                                Investor's Sales Charge          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

LARGE PURCHASES OF CLASS A SHARES. Investors who purchase $1,000,000 or more of Class A shares of a Category I, II or III Fund do not pay an initial sales charge. In addition, investors who currently own Class A shares of Category I, II, or III 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 ("Large Purchases"). If an investor makes a Large Purchase of Class A shares of a Category I

39

or II Fund, however, the shares generally will be subject to a 1% contingent deferred sales charge ("CDSC") if the investor redeems those shares within 18 months after purchase. Large Purchases of Class A shares of Category III Funds made on or after November 15, 2001 will be subject to a 0.25% CDSC if the investor redeems those shares within 12 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.

For Large Purchases of Class A shares of Category I or II Funds, AIM Distributors may make the following payments to dealers and institutions that are dealers of record:

PERCENT OF SUCH 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

For Large Purchases of Class A shares of Category III Funds, AIM Distributors may make the following payments to dealers and institutions that are dealers of record:

Up to 0.10% of purchases of AIM Limited Maturity Treasury Fund; and Up to 0.25% of purchases of AIM Tax-Free Intermediate Fund

If an investor makes a Large Purchase of Class A shares of a Category III Fund on and after November 15, 2001 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 A shares of a Category I or II Fund on and after November 15, 2001 and exchanges those shares for Class A shares of a Category III Fund, AIM Distributors will not pay any additional dealer compensation upon the exchange.

If an investor makes a Large Purchase of Class A shares of a Category III Fund and exchanges those shares for Class A shares of another Category III Fund, AIM Distributors will not pay any additional dealer concession upon the exchange.

For annual purchases of Class A shares of Category I and II 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 to employee benefit plans:

PERCENT OF SUCH 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

For annual purchases of Class A Shares of AIM Limited Maturity Treasury Fund, AIM Distributors may pay investment dealers or other financial service firms up to 0.10% of the net asset value of such shares sold at net asset value.

40

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."

INDIVIDUALS

o an individual (including his or her spouse or domestic partner, and children)

o any trust established exclusively for the benefit of an individual

o a pension, profit-sharing, or other retirement plan established exclusively for the benefit of an individual, such as:

a. an IRA

b. a Roth IRA

c. a single-participant money-purchase/profit-sharing plan

d. an individual participant in a 403(b) Plan (unless the 403(b) plan itself qualifies as the purchaser, as discussed below)

403(b) PLANS

o A 403(b) plan, the employer/sponsor of which is an organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), if:

a. the employer/sponsor must submit contributions for all participating employees in a single contribution transmittal (i.e., the Funds will not accept contributions submitted with respect to individual participants);

b. each transmittal must be accompanied by a single check or wire transfer; and

c. all new participants must be added to the 403(b) plan by submitting an application on behalf of each new participant with the contribution transmittal.

TRUSTEES AND FIDUCIARIES

o a trustee or fiduciary purchasing for a single trust, estate or single fiduciary account

o a trustee or fiduciary purchasing for a pension, profit-sharing or other employee benefit trust created pursuant to a plan qualified under Section 401 of the Code

o a trustee or fiduciary purchasing for a 457 plan, even if more than one beneficiary or participant is involved

LINKED EMPLOYEE PLANS

o Linked employee plans where the employer has notified AIM Distributors in writing that all of its related employee accounts should be linked, such as:

a. Simplified Employee Pension (SEP) Plans

41

b. Salary Reduction and other Elective Simplified Employee Pension account (SAR-SEP) Plans

c. Savings Incentive Match Plans for Employees IRA (SIMPLE IRA)

OTHER GROUPS

o any other organized group of persons, whether incorporated or not, provided that:

a. the organization has been in existence for at least six months; and

b. the organization has some purpose other than the purchase at a discount of redeemable securities of a registered investment company.

HOW TO QUALIFY FOR REDUCTIONS IN INITIAL SALES CHARGES. The following sections discuss different ways that a 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:

o indicating on the account application that he or she intends to provide a Letter of Intent ("LOI"); and

o fulfilling the conditions of that 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 or she understands and agrees to the terms of the LOI and is bound by the provisions described below:

Calculating the Initial Sales Charge

o 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).

o 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.

o 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.

o 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

o 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.

42

o 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.

o If a purchaser meets the original obligation at any time during the 13-month period, he or she may revise the intended investment amount upward by submitting a written and signed request. This revision will not change the original expiration date.

o The Transfer Agent will process necessary adjustments upon the expiration or completion date of the LOI.

Fulfilling the Intended Investment

o 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.

o 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.

o 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.

Canceling the LOI

o 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.

o 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

If an investor enters into an LOI to purchase $1,000,000 or more of Class A shares of a Category III Fund on and after November 15, 2001, such shares will be subject to a 12-month, 0.25% CDSC. Purchases of Class A shares of a Category III Fund made pursuant to an LOI to purchase $1,000,000 or more of shares entered into prior to November 15, 2001 will not be subject to this CDSC. All LOIs to

43

purchase $1,000,000 or more of Class A Shares of Category I and II Funds are subject to an 18-month, 1% CDSC.

RIGHTS OF ACCUMULATION

A Qualified Purchaser may also qualify for reduced initial sales charges based upon his or her 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 contract purchased on or before June 30, 1992.

If an investor's new purchase of Class A shares of a Category I, II or III Fund is at net asset value, the newly purchased shares will be subject to a contingent deferred sales charge if the investor redeems them prior to the end of the applicable holding period (18 months for Category I and II Funds shares and 12 months for Category III Fund shares). For Class A shares of Category III Funds, the provisions of this paragraph apply only to new purchases made on and after November 15, 2001.

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, AIM Cash Reserve Shares of AIM Money Market Fund, and Class B and Class C shares of AIM Floating Rate 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:

o Persons who have a relationship with the funds or with AIM and its affiliates, and are therefore familiar with the funds, and who place unsolicited orders directly with AIM Distributors; or

o programs for purchase that involve little expense because of the size of the transaction and shareholder records required.

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.

44

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:

o AIM Management and its affiliates, or their clients;

o Any current or retired officer, director or employee (and members of their immediate family) of AIM Management, its affiliates or The AIM Family of Funds--Registered Trademark--, and any foundation, trust or employee benefit plan established exclusively for the benefit of, or by, such persons;

o Any current or retired officer, director, or employee (and members of their immediate family), of PFPC Inc. (formerly known as First Data Investor Services Group);

o 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;

o Purchases through approved fee-based programs;

o Employee benefit plans that are Qualified Purchasers, as defined above, and non-qualified plans offered in conjunction with those employee benefit plans, provided that:

a. the initial investment in the plan(s) is at least $1 million;

b. the sponsor signs a $1 million LOI;

c. the employer-sponsored plan has at least 100 eligible employees; or

d. all plan transactions are executed through a single omnibus account per Fund and the financial institution or service organization has entered into the appropriate agreement with the distributor.

Section 403(b) plans sponsored by public educational institutions are not eligible for a sales charge exception based on the aggregate investment made by the plan or the number of eligible employees. Purchases of AIM Small Cap Opportunities Fund by such plans are subject to initial sales charges;

o 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;

o 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 having a market value of at least $500 and who purchase additional shares of the same Fund;

o Unitholders of G/SET series unit investment trusts investing proceeds from such trusts in shares of AIM Weingarten Fund or 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 Weingarten Fund and AIM Constellation Fund is effected within 30 days of the redemption or repurchase;

o 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;

o Shareholders of the GT Global funds as of April 30, 1987 who since that date continually have owned shares of one or more of these funds;

45

o 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;

o 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;

o Qualified Tuition Programs created and maintained in accordance with
Section 529 of the Code; and

o Participants in select brokerage programs for defined contribution plans and rollover IRAs (including rollover IRAs which accept annual IRA contributions) who purchase shares through an electronic brokerage platform offered by entities with which AIM Distributors has entered into a written agreement.

As used above, immediate family includes an individual and his or her spouse or domestic partner, children, parents and parents of spouse or domestic partner.

In addition, an investor may acquire shares of any of the AIM Funds at net asset value in connection with:

o the reinvestment of dividends and distributions from a Fund;

o exchanges of shares of certain Funds;

o use of the reinstatement privilege; or

o a merger, consolidation or acquisition of assets of a Fund.

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.

In addition to, or instead of, amounts paid to dealers as a sales commission, AIM Distributors may, from time to time, at its expense or as an expense for which it may be compensated under a distribution plan, if applicable, pay a bonus or other consideration or incentive to dealers. The total amount of such additional bonus payments or other consideration shall not exceed 0.25% of the public offering price of the shares sold or of average daily net assets of the AIM Fund attributable to that particular dealer. At the option of the dealer, such incentives may take the form of payment for travel expenses, including lodging, incurred in connection with trips taken by qualifying registered representatives and their families to places within or outside the United States. Any such bonus or incentive programs will not change the price paid by investors for the purchase of the applicable AIM Fund's shares or the amount that any particular AIM Fund will receive as proceeds from such sales. Dealers may not use sales of the AIM Funds' shares to qualify for any incentives to the extent that such incentives may be prohibited by the laws of any state.

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 contingent deferred sales charge 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

46

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 contingent deferred sales charge if they redeem their shares within the first year after purchase. See the Prospectus for additional information regarding this contingent deferred sales charge (CDSC). 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 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%. 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 after May 1, 1995, and in circumstances where AIM Distributors grants an exemption on particular transactions.

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 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 AFS at (800) 959-4246. If a shareholder is unable to reach AFS 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 AFS as long as such request is received prior to the close of the customary trading session of the NYSE. AFS 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. Such an arrangement is subject to timely receipt by AFS, 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

47

than any applicable contingent deferred sales charge) 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 New York Stock Exchange ("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 AFS as his true and lawful attorney-in-fact to surrender for redemption any and all unissued shares held by AFS in the designated account(s), present or future, with full power of substitution in the premises. AFS 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 AFS 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. AFS reserves the right to cease to act as attorney-in-fact subject to this appointment, and AIM Distributors 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 WITHDRAWAL PLAN. A Systematic Withdrawal Plan permits a shareholder of an AIM Fund to withdraw on a regular basis at least $50 per withdrawal. Under a Systematic Withdrawal Plan, all shares are to be held by AFS and all dividends and distributions are reinvested in shares of the applicable AIM Fund by AFS. To provide funds for payments made under the Systematic Withdrawal Plan, AFS redeems sufficient full and fractional shares at their net asset value in effect at the time of each such redemption.

Payments under a Systematic Withdrawal 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 shares (other than Class B or Class C Shares of the Funds), it is disadvantageous to effect such purchases while a Systematic Withdrawal Plan is in effect.

Each AIM Fund bears its share of the cost of operating the Systematic Withdrawal Plan.

Contingent Deferred Sales Charges Imposed upon Redemption of Shares

A contingent deferred sales charge ("CDSC") may be imposed upon the redemption of Large Purchases of Class A shares of Category I and II Funds or upon the redemption of Class B shares or Class C shares. On and after November 15, 2001, a CDSC also may be imposed upon the redemption of Large Purchases of Class A Shares of Category III Funds. 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 or III Fund will not be subject to a CDSC upon the redemption of those shares in the following situations:

o Redemptions of shares of Category I or II Funds held more than 18 months;

48

o Redemptions of shares of Category III Funds purchased prior to November 15, 2001;

o Redemptions of shares of Category III Funds purchased on or after November 15, 2001 and held for more than 12 months;

o Redemptions from employee benefit plans designated as Qualified Purchasers, as defined above, where the redemptions are in connection with employee terminations or withdrawals, provided the total amount invested in the plan is at least $1,000,000; the sponsor signs a $1 million LOI; or the employer-sponsored plan has at least 100 eligible employees; provided, however, that 403(b) plans sponsored by public educational institutions shall qualify for the CDSC waiver on the basis of the value of each plan participant's aggregate investment in the AIM Funds, and not on the aggregate investment made by the plan or on the number of eligible employees;

o Redemptions from private foundations or endowment funds;

o 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;

o Redemptions of shares of Category I, II or III Funds or AIM Cash Reserve Shares of AIM Money Market Fund acquired by exchange from Class A shares of a Category I or II Fund, unless the shares acquired by exchange are redeemed within 18 months of the original purchase of the exchanges of Category I or II Fund shares;

o 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;

o Redemptions of shares of Category I or II Funds acquired by exchange from Class A shares of a Category III Fund purchased on and after November 15, 2001, unless the shares acquired by exchange are redeemed within 18 months of the original purchase of the exchanged Category III Fund shares;

o Redemption 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 on and after November 15, 2001, unless the shares acquired by exchange are redeemed within 12 months of the original purchase of the exchanged Category III Fund shares; and

o Redemptions of shares of Category I or II 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 or II Fund, unless the Category I or II Fund shares acquired by exchange are redeemed within 18 months of the original purchase of the exchanged Category I or II Funds shares.

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:

o total or partial redemptions resulting from a distribution following retirement in the case of a tax-qualified employer-sponsored retirement;

49

o 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;

o 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;

o redemptions made in connection with participant-directed exchanges between options in an employer-sponsored benefit plan;

o redemptions made for the purpose of providing cash to fund a loan to a participant in a tax-qualified retirement plan;

o 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;

o 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));

o 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:

o Additional purchases of Class C shares of AIM International Value Fund and AIM Real Estate Fund by shareholders of record on April 30, 1995, of these Funds, except that shareholders whose broker-dealers maintain a single omnibus account with AFS 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;

o 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;

o 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 AIM 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 AIM 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;

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o Amounts from a Systematic Withdrawal 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;

o Liquidation by the AIM Fund when the account value falls below the minimum required account size of $500;

o Investment account(s) of AIM;

o Class C shares where the investor's dealer of record notifies the distributor prior to the time of investment that the dealer waives the payment otherwise payable to him; and

o Redemptions of Class C shares, where such redemptions are in connection with employee terminations or withdrawals from (i) a pension, profit-sharing or other employee benefit trust created pursuant to a plan qualified under Section 401 of the Code; and (ii) a 457 plan, even if more than one beneficiary or participant is involved.

General Information Regarding Purchases, Exchanges and Redemptions

GOOD ORDER. Purchase, exchange and redemption orders must be received in good order. To be in good order, an investor must supply AFS 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 AFS in its sole discretion.

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 AFS. 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. 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 to an AIM Fund or to AIM Distributors

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; and (4) written redemptions or exchanges of shares previously reported as lost, whether or not the redemption amount is under $250,000 or the proceeds are to be sent to the address 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 AFS' current Signature Guarantee Standards and Procedures, such as certain domestic banks, credit unions, securities dealers, or securities exchanges. AFS 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 the 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 AFS.

TRANSACTIONS BY TELEPHONE. By signing an account application form, an investor appoints AFS as his true and lawful attorney-in-fact to surrender for redemption any and all unissued shares held by AFS 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

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premises. AFS 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 AFS 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. AFS 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 selecting the AIM Internet Connect option on his completed account application form or completing an AIM Internet Connect Authorization Form. By signing either form the investor acknowledges and agrees that AFS and AIM Distributors will not be liable for any loss, expense or cost arising out of any internet transaction effected in accordance with the instructions set forth in the forms if they reasonably believe such request to be genuine. 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 (1) if he no longer wants the AIM Internet Connect option, he will notify AFS in writing, and (2) the AIM Internet Connect option may be terminated at any time by the AIM Funds.

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 December 31, 2001, AIM Value Fund - Class A shares had a net asset value per share of $10.87. The offering price, assuming an initial sales charge of 5.50%, therefore was $11.50.

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, the Fund will generally use futures and options contract closing prices which are available fifteen (15) minutes after the close of the customary trading session of the NYSE. 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.

Each 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 security traded in the over-the-counter market (but not including securities reported on the NASDAQ National Market System) is valued at the closing bid price

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furnished by independent pricing services or market makers. Each security reported on the NASDAQ National Market System is valued at the last sales price on the valuation date or absent a last sales price, at the closing bid price on that day; option contracts are valued at the mean between the closing bid and asked prices on the exchange where the contracts are principally traded; futures contracts are valued at final settlement price quotations from the primary exchange on which they are traded. Debt securities (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service 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 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 readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Foreign securities are converted into U.S. dollars using exchange rates as of the close of the NYSE. Generally, trading in foreign securities, 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 each Fund's shares are determined as of the close of the respective markets. 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 which will not be reflected in the computation of a Fund's net asset value. If a development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as of the close of the applicable market, may be adjusted to reflect the fair value of the affected securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

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 net asset value per share of a Fund may be significantly affected on days when an investor cannot exchange or redeem shares of the Fund.

REDEMPTION IN KIND

AIM intends to redeem all shares of the Funds in cash. It is possible that future conditions may make it undesirable for a Fund to pay for redeemed shares in cash. In such cases, the Fund may make payment in securities or other property if the Fund has made an election under Rule 18f-1 under the 1940 Act. Rule 18f-1 obligates a Fund 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. Securities delivered in payment of redemptions are valued at the same value assigned to them in computing the applicable Fund's net asset value per share. Shareholders receiving such securities are likely to incur brokerage costs on their subsequent sales of such securities.

BACKUP WITHHOLDING

Accounts submitted without a correct, certified taxpayer identification number or, alternatively, a completed 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 as of January 1, 2002, 30% of redemption payments and reportable dividends (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; however, the backup withholding rate decreases in phases to 28% for distributions made in the years 2006 and thereafter.

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An investor is subject to backup withholding if:

1. the investor fails to furnish a correct TIN to the Fund, or

2. the IRS notifies the Fund that the investor furnished an incorrect TIN, or

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), or

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 and long-term gain distributions 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 AFS will not provide Form 1099 to those payees.

Investors should contact the IRS if they have any questions concerning withholding.

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 the Funds to declare and pay annually net investment income dividends and capital gain distributions, except for AIM Balanced Fund, AIM Basic Balanced Fund and AIM Global Utilities Fund. It is the Fund's intention to distribute substantially all of its net investment income and realized net capital gains by the end of each taxable year. In determining the amount of capital gains, if any, available for distribution, capital gains will 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

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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.

It is the present policy of the AIM Balanced Fund, AIM Basic Balanced Fund and AIM Global Utilities Fund to declare and pay quarterly net investment income dividends and declare and pay annually capital gain distributions.

A dividend or distribution paid by a fund which does not declare dividends daily has the effect of reducing the net asset value per share on the ex-dividend date by the amount of the dividend or distribution. Therefore, a dividend or distribution declared shortly after a purchase of shares by an investor would represent, in substance, a return of capital to the shareholder with respect to such shares even though it would be subject to income taxes.

Dividends on Class B and Class C shares are expected to be lower than those for Class A shares because of higher distribution fees paid by Class B and Class C 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 principals 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 as a regulated investment company under Subchapter M of the Code. As a regulated investment company, `each Fund is not subject to 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 (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 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 Internal Revenue Service 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 Internal Revenue Service determines that a Fund is using an improper method of allocation and has underdistributed its net investment income and 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

55

extent such currency gains are directly related to the regulated investment company's principal business of investing in stock or securities) and other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies (the "Income 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), or in two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses.

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 future contracts are the issuers of the securities underlying such financial instruments where the instruments are traded on an exchange.

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 weighing 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.

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) will be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions will be taxable as ordinary dividends to the extent of such Fund's current and accumulated earnings and profits. Such distributions generally will be eligible for the dividends received deduction in the case of corporate 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 foreign currency forward contract or of foreign currency itself, will generally be treated as ordinary income or loss.

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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 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 its book income. Accordingly, the amount which must be distributed to shareholders and which will be taxed to shareholders as ordinary 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.

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% 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.

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For purposes of the exercise 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 Internal Revenue Service 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.

PFIC INVESTMENTS. Those Funds that are permitted to invest in foreign equity securities 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 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. Each Fund may enter into swap agreements. The rules governing the tax aspects of swap 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. Certain requirements that must be met under the Code in order for the Trust to qualify as a regulated investment company may limit the extent to which a Fund will be able to engage in swap agreements.

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 qualify for the 70% dividends received deduction for corporations only to the extent discussed below.

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 (taxable at a maximum rate of 20% 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 forwards) 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.

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Legislation enacted in 1997 lowers the maximum capital gain tax rate from 20% to 18% with respect to capital assets which are held for five years and for which the holding period begins after December 31, 2000. In connection with this new legislation, a Fund may make an election to treat any readily tradable stock it holds on January 1, 2001 as having been sold and reacquired on January 2, 2001 at its closing market price on that date and to treat any other security in its portfolio as having been sold and reacquired on January 1 for an amount equal to its fair market value on that date. If a Fund makes any such election (when it files its tax return), it will recognize gain, but not loss, on the deemed sale, which may cause a Fund to increase the amount of distributions that the Fund will make in comparison to a fund that did not make such an election. The Funds have not yet determined whether they will make this election with respect to any stock or securities in their respective portfolios.

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 (other than corporations, such as "S" corporations, which are not eligible for the deduction because of their special characteristics and other than for purposes of special taxes such as the accumulated earnings tax and the personal holding company tax) to the extent of the amount of qualifying dividends received by the Fund from domestic corporations for the taxable year. However, the alternative minimum tax applicable to corporations may reduce the value of the dividends received deduction.

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. The corporate dividends received deduction is not itself an item of tax preference that must be added back to taxable income or is otherwise disallowed in determining a corporation's AMTI. However, corporate shareholders will generally be required to take the full amount of any dividend received from the Fund into account (without a dividend received deduction) in determining their adjusted current earnings, which are used in computing an additional corporate preference item (i.e., 75% of the excess of a corporate taxpayer's adjusted current earnings over its AMTI (determined without regard to this item and the AMTI net operating loss deduction)) that is includable in AMTI. However, certain small corporations are wholly exempt from the AMT.

Distributions by a Fund that do not constitute 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, as discussed below.

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 reinvestment 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 amounts of the forthcoming distribution. Those purchasing just prior to a distribution will receive a distribution which generally will be taxable to them.

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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 if the shareholder purchases other shares of the Fund within thirty
(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 of 20%. 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.

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.

BACKUP WITHHOLDING. The Funds may be required to withhold, as of January 1, 2002, 30% of distributions and/or redemption payments; however, this rate is reduced in phases to 28% for distributions made in the year 2006 and thereafter. 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.

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 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 30% on distributions made on or after January 1, 2002, 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; however, this rate is reduced in phases to 28% for distributions made in the year 2006 and thereafter.

Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from the Fund's election to treat any foreign income tax paid by it as paid by its shareholders, 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

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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.

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. 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"). 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 taxes paid by the Fund that are attributable 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. Pursuant to the Taxpayer Relief Act of 1997, 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 the date of this Statement of Additional Information. 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.

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Rules of state and local taxation for ordinary income dividends, exempt-interest dividends and capital gain dividends from regulated investment companies often 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 and Class C shares (collectively the "Plans"). Each Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate, shown immediately below, of the Fund's average daily net assets of Class A shares. Each Fund pays 1.00% of the average daily net assets of Class B shares and of Class C shares.

FUND                                                 CLASS A
----                                                 -------

AIM Balanced Fund                                      0.25%
AIM Basic Balanced Fund                                0.35
AIM European Small Company Fund                        0.35
AIM Global Utilities Fund                              0.25
AIM International Emerging Growth Fund                 0.35
AIM Mid Cap Basic Value Fund                           0.35
AIM New Technology Fund                                0.35
AIM Select Equity Fund                                 0.25
AIM Small Cap Equity Fund                              0.35
AIM Value Fund                                         0.25
AIM Value II Fund                                      0.35
AIM Worldwide Spectrum Fund                            0.35

All of the Plans compensate AIM Distributors 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 Plans need not be directly related to the expenses actually incurred by AIM Distributors on behalf of each Fund. The Plans do not obligate the Funds to reimburse AIM Distributors for the actual expenses AIM Distributors may incur in fulfilling its obligations under the Plans. Thus, even if AIM Distributors' actual expenses exceed the fee payable to AIM Distributors at any given time, the Funds will not be obligated to pay more than that fee. If AIM Distributors' expenses are less than the fee it receives, AIM Distributors will retain the full amount of the fee.

AIM Distributors may from time to time waive or reduce any portion of its 12b-1 fee for Class A shares and Class C 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.

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The Funds may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions, including AIM Distributors, acting as 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.

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 National Association of Securities Dealers, Inc. ("NASD").

See Appendix I 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 December 31, 2001 and Appendix J 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 December 31, 2001.

As required by Rule 12b-1, the Plans and related forms of Shareholder Service Agreements were approved by the Board of Trustees, 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.

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 of Trustees, 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,

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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 institutions 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 4.0% 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 A and C Plan attributable to Class C shares which constitutes an asset-based sales charge (0.75%) is intended in part to permit AIM Distributors to recoup a portion of on-going sales commissions to dealers plus financing costs, if any. After the first full year, AIM Distributors will make such payments quarterly to dealers and institutions based on the average net asset value of Class C shares which are attributable to shareholders for whom the dealers and institutions are designated as dealers of record.

The Trust (on behalf of any class of any Fund) or AIM Distributors may terminate the Distribution Agreements on sixty (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

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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 contingent deferred sales charges.

Total sales charges (front end and contingent deferred sales charges) paid in connection with the sale of shares of each class of each Fund, if applicable, for the last three fiscal years ending December 31, 2001 are found in Appendix K.

CALCULATION OF PERFORMANCE DATA

Although performance data may be useful to prospective investors when comparing a Fund's performance with other funds and other potential investments, investors should note that the methods of computing performance of other potential investments are not necessarily comparable to the methods employed by a Fund.

Average Annual Total Return Quotation

The standard formula for calculating average annual total return is as follows:

n P(1+T) =ERV

Where           P       =    a hypothetical initial payment of $1,000.

                T       =    average annual total return (assuming the
                             applicable maximum sales load is deducted at the
                             beginning of the 1, 5, or 10 year periods).

                n       =    number of years.

                ERV     =    ending redeemable value of a hypothetical $1,000
                             payment at the end of the 1, 5, or 10 year periods
                             (or fractional portion of such period).

The average annual total returns for each Fund, with respect to its Class A, Class B and Class C shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are found in Appendix L.

Total returns quoted in advertising reflect all aspects of a Fund's return, including the effect of reinvesting dividends and capital gain distributions, and any change in the Fund's net asset value per share over the period. Cumulative total return reflects the performance of a Fund over a stated period of time. Average annual total returns are calculated by determining the growth or decline in value of a hypothetical investment in a Fund over a stated period of time, and then calculating the annually compounded percentage rate that would have produced the same result if the rate of growth or decline in value had been constant over the period.

Each Fund's total return is calculated in accordance with a standardized formula for computation of annualized total return. Standardized total return for Class A shares reflects the deduction of a Fund's maximum front-end sales charge at the time of purchase. Standardized total return for Class B and Class C shares reflects the deduction of the maximum applicable contingent deferred sales charge on a redemption of shares held for the period.

A Fund's total return shows its overall change in value, including changes in share price and assuming all the Fund's dividends and capital gain distributions are reinvested. A cumulative total return reflects the Fund's performance over a stated period of time. An average annual total return reflects the hypothetical compounded annual rate of return that would have produced the same cumulative total return if the Fund's performance had been constant over the entire period. Because average annual returns tend to even out variations in the Fund's return, investors should recognize that such returns are not the same as actual year-by-year results. To illustrate the components of overall performance, a Fund may separate its cumulative and average annual returns into income results and capital gains or losses.

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Alternative Total Return Quotations

Standard total return quotes may be accompanied by total return figures calculated by alternative methods. For example, average annual total return may be calculated without assuming payment of the full sales load according to the following formula:

n P(1+U) =ERV

Where           P      =   a hypothetical initial payment of $1,000.

                U      =   average annual total return assuming payment of
                           only a stated portion of, or none of, the applicable
                           maximum sales load at the beginning of the stated
                           period.

                n      =   number of years.

                ERV    =   ending redeemable value of a hypothetical $1,000
                           payment at the end of the stated period.

Cumulative total return across a stated period may be calculated as follows:

P(1+V)=ERV

Where           P      =   a hypothetical initial payment of $1,000.

                V      =   cumulative total return assuming payment of all of,
                           a stated portion of, or none of, the applicable
                           maximum sales load at the beginning of the stated
                           period.

                ERV    =   ending redeemable value of a hypothetical $1,000
                           payment at the end of the stated period.

The cumulative total returns for each Fund, with respect to its Class A, Class B and Class C shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are found in Appendix L.

Average Annual Total Return (After Taxes on Distributions) Quotation

A Fund's average annual total return (after taxes on distributions) shows its overall change in value, including changes in share price and assuming all the Fund's dividends and capital gain distributions are reinvested. It reflects the deduction of federal income taxes on distributions, but not on redemption proceeds. Average annual total returns (after taxes on distributions) are calculated by determining the after-tax growth or decline in value of a hypothetical investment in a Fund over a stated period of time, and then calculating the annually compounded percentage rate that would have produced the same result if the rate of growth or decline in value had been constant over the period. Because average annual total returns (after taxes on distributions) tend to even out variations in the Fund's return, investors should recognize that such returns are not the same as actual year-by-year results. To illustrate the components of overall performance, a Fund may separate its average annual total returns (after taxes on distributions) into income results and capital gains or losses.

The standard formula for calculating average annual total return (after taxes on distributions) is:

                                       n
                                 P(1+T)  = ATV
                                              DR

Where           P        =   a hypothetical initial payment of $1,000;

                T        =   average annual total return (after taxes on
                             distributions);

                n        =   number of years; and

                ATV      =   ending value of a hypothetical $1,000 payment made
                   DR        at the beginning of the 1-, 5-, or 10-year periods
                             (or since inception, if applicable) at the end of
                             the 1-, 5-, or 10-year periods (or
                             since inception, if applicable), after taxes on
                             fund distributions but not after taxes on
                             redemption.

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Standardized average annual total return (after taxes on distributions) for Class A shares reflects the deduction of a Fund's maximum front-end sales charge at the time of purchase.

The after-tax returns assume all distributions by a Fund, less the taxes due on such distributions, are reinvested at the price calculated as stated in the prospectus on the reinvestment dates during the period. Taxes on a Fund's distributions are calculated by applying to each component of the distribution (e.g., ordinary income and long-term capital gain) the highest corresponding individual marginal federal income tax rates in effect on the reinvestment date. The taxable amount and tax character of each distribution is as specified by the Fund on the dividend declaration date, but reflects any subsequent recharacterizations of distributions. The effect of applicable tax credits, such as the foreign tax credit, are also taken into account. The calculations only reflect federal taxes, and thus do not reflect state and local taxes or the impact of the federal alternative minimum tax.

The average annual total returns (after taxes on distributions) for each Fund, with respect to its Class A shares, Class B and Class C for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are found in Appendix L.

Average Annual Total Return (After Taxes on Distributions and Sale of Fund Shares) Quotation

A Fund's average annual total return (after taxes on distributions and sale of Fund shares) shows its overall change in value, including changes in share price and assuming all the Fund's dividends and capital gain distributions are reinvested. It reflects the deduction of federal income taxes on both distributions and proceeds. Average annual total returns (after taxes on distributions and redemption) are calculated by determining the after-tax growth or decline in value of a hypothetical investment in a Fund over a stated period of time, and then calculating the annually compounded percentage rate that would have produced the same result if the rate of growth or decline in value had been constant over the period. Because average annual total returns (after taxes on distributions and redemption) tend to even out variations in the Fund's return, investors should recognize that such returns are not the same as actual year-by-year results. To illustrate the components of overall performance, a Fund may separate its average annual total returns (after taxes on distributions and redemption) into income results and capital gains or losses.

The standard formula for calculating average annual total return (after taxes on distributions and redemption) is:

                                        n
                                  P(1+T)  = ATV
                                               DR

Where           P     =    a hypothetical initial payment of $1,000;

                T     =    average annual total return (after taxes on
                           distributions and redemption);

                n     =    number of years; and

                ATV   =    ending value of a hypothetical $1,000 payment
                   DR      made at the beginning of the 1-, 5-, or 10-year
                           periods (or since inception, if applicable) at the
                           end of the 1-, 5-, or 10-year periods (or since
                           inception, if applicable), after taxes on fund
                           distributions and redemption.

Standardized average annual total return (after taxes on distributions and redemption) for Class A shares reflects the deduction of a Fund's maximum front-end sales charge at the time of purchase.

The after-tax returns assume all distributions by a Fund, less the taxes due on such distributions, are reinvested at the price calculated as stated in the prospectus on the reinvestment dates during the period. Taxes due on a Fund's distributions are calculated by applying to each component of the distribution (e.g., ordinary income and long-term capital gain) the highest corresponding individual marginal federal income tax rates in effect on the reinvestment date. The taxable amount and tax character of each distribution is as specified by the Fund on the dividend declaration date, but reflects any subsequent recharacterizations of distributions. The effect of applicable tax credits, such as the foreign

67

tax credit, are also taken into account. The calculations only reflect federal taxes, and thus do not reflect state and local taxes or the impact of the federal alternative minimum tax.

The ending values for each period assume a complete liquidation of all shares. The ending values for each period are determined by subtracting capital gains taxes resulting from the sale of Fund shares and adding the tax benefit from capital losses resulting from the sale of Fund shares. The capital gain or loss upon sale of Fund shares is calculated by subtracting the tax basis from the proceeds. Capital gains taxes (or the benefit resulting from tax losses) are calculated using the highest federal individual capital gains tax rate for gains of the appropriate character (e.g., ordinary income or long-term) in effect on the date of the sale of Fund shares and in accordance with federal tax law applicable on that date. The calculations assume that a shareholder may deduct all capital losses in full.

The basis of shares acquired through the $1,000 initial investment are tracked separately from subsequent purchases through reinvested distributions. The basis for a reinvested distribution is the distribution net of taxes paid on the distribution. Tax basis is adjusted for any distributions representing returns of capital and for any other tax basis adjustments that would apply to an individual taxpayer.

The amount and character (i.e., short-term or long-term) of capital gain or loss upon sale of Fund shares is determined separately for shares acquired through the $1,000 initial investment and each subsequent purchase through reinvested distributions. The tax character is determined by the length of the measurement period in the case of the initial $1,000 investment and the length of the period between reinvestment and the end of the measurement period in the case of reinvested distributions.

The average annual total returns (after taxes on distributions and redemption) for each Fund, with respect to its Class A, Class B and Class C shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are found in Appendix L.

Yield Quotation

Yield is a function of the type and quality of a Fund's investments, the maturity of the securities held in a Fund's portfolio and the operating expense ratio of the Fund. Yield is computed in accordance with standardized formulas described below and can be expected to fluctuate from time to time and is not necessarily indicative of future results. Accordingly, yield information may not provide a basis for comparison with investments which pay a fixed rate of interest for a stated period of time.

Income calculated for purposes of calculating a Fund's yield differs from income as determined for other accounting purposes. Because of the different accounting methods used, and because of the compounding assumed in yield calculations, the yield quoted for a Fund may differ from the rate of distributions from the Fund paid over the same period or the rate of income reported in the Fund's financial statements.

The standard formula for calculating yield for each Fund is as follows:

6
YIELD = 2[((a-b)/(c x d)+1) -1]

Where          a   =    dividends and interest earned during a stated 30-day
                        period. For purposes of this calculation, dividends are
                        accrued rather than recorded on the ex-dividend date.
                        Interest earned under this formula must generally be
                        calculated based on the yield to maturity of each
                        obligation (or, if more appropriate, based on yield to
                        call date).

               b   =    expenses accrued during period (net of reimbursements).

               c   =    the average daily number of shares outstanding during
                        the period.

               d   =    the maximum offering price per share on the last day of
                        the period.

The yield for the AIM Balanced Fund, AIM Basic Balanced Fund and AIM Global Utilities Fund are also found in Appendix L.

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Performance Information

All advertisements of the Funds will disclose the maximum sales charge (including deferred sales charges) imposed on purchases of a Fund's shares. If any advertised performance data does not reflect the maximum sales charge (if any), such advertisement will disclose that the sales charge has not been deducted in computing the performance data, and that, if reflected, the maximum sales charge would reduce the performance quoted. Further information regarding each Fund's performance is contained in that Fund's annual report to shareholders, which is available upon request and without charge.

From time to time, AIM or its affiliates may waive all or a portion of their fees and/or assume certain expenses of any Fund. Fee waivers or reductions or commitments to reduce expenses will have the effect of increasing that Fund's yield and total return.

Certain Funds may participate in the initial public offering (IPO) market in some market cycles. Because of these Funds' small asset bases, any investment the Funds may make in IPOs may significantly increase these Funds' total returns. As the Funds' assets grow, the impact of IPO investments will decline, which may reduce the effect of IPO investments on the Funds' total returns.

The performance of each Fund will vary from time to time and past results are not necessarily indicative of future results.

Total return and yield figures for the Funds are neither fixed nor guaranteed. The Funds may provide performance information in reports, sales literature and advertisements. The Funds may also, from time to time, quote information about the Funds published or aired by publications or other media entities which contain articles or segments relating to investment results or other data about one or more of the Funds. The following is a list of such publications or media entities:

Advertising Age                    Forbes                              Nation's Business
Barron's                           Fortune                             New York Times
Best's Review                      Hartford Courant                    Pension World
Broker World                       Inc.                                Pensions & Investments
Business Week                      Institutional Investor              Personal Investor
Changing Times                     Insurance Forum                     Philadelphia Inquirer
Christian Science Monitor          Insurance Week                      USA Today
Consumer Reports                   Investor's Business Daily           U.S. News & World Report
Economist                          Journal of the American             Wall Street Journal
FACS of the Week                   Society of CLU & ChFC               Washington Post
Financial Planning                 Kiplinger Letter                    CNN
Financial Product News             Money                               CNBC
Financial Services Week            Mutual Fund Forecaster              PBS
Financial World

Each Fund may also compare its performance to performance data of similar mutual funds as published by the following services:

Bank Rate Monitor                                    Stanger
Donoghue's                                           Weisenberger
Mutual Fund Values (Morningstar)                     Lipper, Inc.

69

Each Fund's performance may also be compared in advertising to the performance of comparative benchmarks such as the following:

Lipper Balanced Fund Index                           Russell 2000--Registered Trademark-- Index
Lipper European Fund Index                           Russell 3000--Registered Trademark-- Index
Lipper Global Fund Index                             Russell 3000 Growth Index
Lipper Utilities Fund Index                          Russell Mid CapTM Index
Lipper International Fund Index                      Lehman Aggregate Bond Index
Lipper International Fund Index                      Dow Jones Global Utilities Index
Lipper Multi Cap Core Fund Index                     MSCI All Country World Index
Lipper Multi Cap Growth Fund Index                   MSCI EAFE Index
Lipper Science & Technology Fund Index               MSCI Europe Index
Lipper Small Cap Core Fund Index                     PSE Tech 100 Index
Lipper Small Cap Growth Fund Index                   Standard & Poor's 500 Stock Index
Lipper Large Cap Core Fund Index                     Wilshire 5000 Index
Russell 1000--Registered Trademark-- Index                                NASDAQ Index
Russell 1000 Value Index

Each Fund may also compare its performance to rates on Certificates of Deposit and other fixed rate investments such as the following:

10 year Treasury Notes
90 day Treasury Bills

Advertising for the Funds may from time to time include discussions of general economic conditions and interest rates. Advertising for such Funds may also include references to the use of those Funds as part of an individual's overall retirement investment program. From time to time, sales literature and/or advertisements for any of the Funds may disclose: (i) the largest holdings in the Funds' portfolios; (ii) certain selling group members; (iii) certain institutional shareholders; (iv) measurements of risk, including standard deviation, Beta and Sharpe ratios; and/or (v) capitalization and sector analyses of holdings in the Funds' portfolios.

From time to time, the Funds' sales literature and/or advertisements may discuss generic topics pertaining to the mutual fund industry. This includes, but is not limited to, literature addressing general information about mutual funds, discussions regarding investment styles, such as the growth, value or GARP (growth at a reasonable price) styles of investing, variable annuities, dollar-cost averaging, stocks, bonds, money markets, certificates of deposit, retirement, retirement plans, asset allocation, tax-free investing, college planning and inflation.

70

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 BOND RATINGS

Moody's describes its ratings for corporate bonds as follows:

Aaa: Bonds 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-edge." 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 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 appear somewhat larger than the Aaa securities.

A: Bonds 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 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 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 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 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 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 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 in its corporate bond rating system. The modifier 1 indicates that the security ranks in

A-1

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 rating category.

MOODY'S MUNICIPAL BOND RATINGS

Aaa: Bonds 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 edge." 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 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. They 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 risks appear somewhat larger than in Aaa securities.

A: Bonds 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 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 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 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 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 rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C: Bonds 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: Bonds in the Aa group which Moody's believes possess the strongest investment attributes are designated by the symbol Aa1.

Note: Also, Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa to B. The modifier 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.

A-2

MOODY'S DUAL RATINGS

In the case of securities with a demand feature, two ratings are assigned: one representing an evaluation of the degree of risk associated with scheduled principal and interest payments, and the other representing an evaluation of the degree of risk associated with the demand feature.

MOODY'S SHORT-TERM LOAN RATINGS

Moody's ratings for state and municipal short-term obligations will be designated Moody's Investment Grade or (MIG). Such ratings recognize the differences between short-term credit risk and long-term risk. Factors affecting the liquidity of the borrower and short-term cyclical elements are critical in short-term ratings, while other factors of major importance in bond risk, long-term secular trends for example, may be less important over the short run.

A short-term rating may also be assigned on an issue having a demand feature variable rate demand obligation (VRDO). Such ratings will be designated as VMIG or, if the demand feature is not rated, as NR. Short-term ratings on issues with demand features are differentiated by the use of the VMIG symbol to reflect such characteristics as payment upon periodic demand rather than fixed maturity dates and payment relying on external liquidity. Additionally, investors should be alert to the fact that the source of payment may be limited to the external liquidity with no or limited legal recourse to the issuer in the event the demand is not met.

A VMIG rating may also be assigned to commercial paper programs. Such programs are characterized as having variable short-term maturities but having neither a variable rate nor demand feature.

Moody's short-term ratings are designated Moody's Investment Grade as MIG 1 or VMIG 1 through MIG 4 or VMIG 4.

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 best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2: This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group.

MIG 3/VMIG 3: This designation denotes favorable quality. All security elements are accounted for but there is lacking the undeniable strength of the preceding grades. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.

MIG 4/VMIG 4: This designation denotes adequate quality. Protection commonly regarded as required of an investment security is present and although not distinctly or predominantly speculative, there is specific risk.

MOODY'S COMMERCIAL PAPER RATINGS

Moody's commercial paper ratings are opinions of the ability of issuers to repay punctually promissory obligations not having an original maturity in excess of nine months.

PRIME-1: Issuers rated Prime-1 (or related supporting institutions) have a superior capacity for repayment of short-term promissory obligations. Prime-1 repayment capacity will normally be evidenced by the following characteristics:
leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structures with moderate reliance on debt and

A-3

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 rated Prime-2 (or related supporting institutions) have a strong capacity for repayment of short-term promissory 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, will 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 rated Prime-3 (or related supported institutions) have an acceptable capacity for repayment of short-term promissory obligations. The effects of industry characteristics and market composition may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and the requirement for 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: A Moody's commercial paper rating may also be assigned as an evaluation of the demand feature of a short-term or long-term security with a put option.

S&P BOND RATINGS

S&P describes its ratings for corporate 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 pay interest and repay principal 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 is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories.

BB-B-CCC-CC-C: Debt rated BB, B, CCC, CC and C is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the lowest degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or large exposure to adverse conditions.

S&P MUNICIPAL BOND RATINGS

An S&P municipal bond rating is a current assessment of the creditworthiness of an obligor with respect to a specific obligation. This assessment may take into consideration obligors such as guarantors, insurers, or lessees.

The ratings are based, in varying degrees, on the following considerations: likelihood of default - capacity and willingness of the obligor as to the timely payment of interest and repayment of principal in accordance with the terms of the obligation; nature of and provisions of the obligation; and protection

A-4

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.

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.

Note: Ratings within the AA and A major rating categories may be modified by the addition of a plus (+) sign or minus (-) sign to show relative standing.

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+).

S&P MUNICIPAL NOTE RATINGS

An S&P note rating reflects the liquidity factors and market-access risks unique to notes. Notes maturing 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 the issue will be treated as a note); and source of payment (the more the issue depends on the market for its refinancing, the more likely it is to be treated as a note).

Note rating symbols and definitions are as follows:

SP-1: Strong capacity to pay principal and interest. Issues determined to possess very strong characteristics are 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.

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.

Rating categories are as follows:

A-5

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 with this rating 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 with this rating 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 it is believed that such payments will be made during such grace period.

FITCH INVESTMENT GRADE BOND RATINGS

Fitch investment grade bond ratings provide a guide to investors in determining the credit risk associated with a particular security. The ratings represent Fitch's assessment of the issuer's ability to meet the obligations of a specific debt issue in a timely manner.

The rating takes into consideration special features of the issue, its relationship to other obligations of the issuer, the current and prospective financial condition and operating performance of the issuer and any guarantor, as well as the economic and political environment that might affect the issuer's future financial strength and credit quality.

Fitch ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated.

Bonds 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 ratings 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 made in respect of any security.

Fitch ratings are based on information obtained from issuers, other obligors, underwriters, their experts, and other sources Fitch believes to be reliable. Fitch does not audit or verify the truth or accuracy of such information. Ratings may be changed, suspended, or withdrawn as a result of changes in, or the unavailability of, information or for other reasons.

AAA: Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events.

AA: Bonds considered to be investment grade and of very high credit quality. The obligor's ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated "AAA." Because bonds rated in the "AAA" and "AA" categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated "F-1+."

A-6

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 satisfactory credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds and, therefore, impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings.

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.

CONDITIONAL: A conditional rating is premised on the successful completion of a project or the occurrence of a specific event.

SUSPENDED: A rating is suspended when Fitch deems the amount of information available from the issuer to be inadequate for rating purposes.

WITHDRAWN: A rating will be withdrawn when an issue matures or is called or refinanced, and, at Fitch's discretion, when an issuer fails to furnish proper and timely information.

FITCHALERT: Ratings are placed on FitchAlert to notify investors of an occurrence that is likely to result in a rating change and the likely direction of such change. These are designated as "Positive," indicating a potential upgrade, "Negative," for potential downgrade, or "Evolving," where ratings may be raised or lowered. FitchAlert is relatively short-term, and should be resolved within 12 months.

RATINGS OUTLOOK

An outlook is used to describe the most likely direction of any rating change over the intermediate term. It is described as "Positive" or "Negative." The absence of a designation indicates a stable outlook.

FITCH SPECULATIVE GRADE BOND RATINGS

Fitch speculative grade bond ratings provide a guide to investors in determining the credit risk associated with a particular security. The ratings ("BB" to "C") represent Fitch's assessment of the likelihood of timely payment of principal and interest in accordance with the terms of obligation for bond issues not in default. For defaulted bonds, the rating ("DDD" to "D") is an assessment of the ultimate recovery value through reorganization of liquidation.

The rating takes into consideration special features of the issue, its relationship to other obligations of the issuer or possible recovery value in bankruptcy, the current and prospective financial condition and operating performance of the issuer and any guarantor, as well as the economic and political environment that might affect the issuer's future financial strength.

Bonds that have the same rating are of similar but not necessarily identical credit quality since rating categories cannot fully reflect the differences in degrees of credit risk.

BB: Bonds are considered speculative. The obligor's ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified, which could assist the obligor in satisfying its debt service requirements.

B: Bonds are considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor's

A-7

limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue.

CCC: Bonds have certain identifiable characteristics that, if not remedied, may lead to default. The ability to meet obligations requires an advantageous business and economic environment.

CC: Bonds are minimally protected. Default in payment of interest and/or principal seems probable over time.

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 should be valued on the basis of their ultimate 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 the "DDD," "DD," or "D" categories.

FITCH SHORT-TERM RATINGS

Fitch's short-term ratings apply to debt obligations that are payable on demand or have original maturities of generally up to three years, including commercial paper, certificates of deposit, medium-term notes, and municipal and investment notes.

The short-term rating places greater emphasis than a long-term rating on the existence of liquidity necessary to meet the issuer's obligations in a timely manner.

Fitch short-term ratings are as follows:

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 for issues assigned "F-1+" and "F-1" 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 cause these securities to be rated below investment grade.

F-S: Weak Credit Quality. Issues assigned this rating have characteristics suggesting a minimal degree of assurance for timely payment and are vulnerable to near-term adverse changes in financial and economic conditions.

D: Default. Issues assigned this rating are in actual or imminent payment default.

LOC: The symbol LOC indicates that the rating is based on a letter of credit issued by a commercial bank.

A-8

APPENDIX B

TRUSTEES AND OFFICERS

As of December 31, 2001


The address of each trustee and officer is 11 Greenway Plaza, Suite 100, Houston, Texas 77046. Each trustee oversees 86 portfolios in the AIM Funds complex. Column two below includes length of time served with any predecessor entities.

                                  TRUSTEE
 NAME, YEAR OF BIRTH AND           AND/OR                                                               OTHER
POSITION(s) HELD WITH THE         OFFICER                                                            DIRECTORSHIP(S)
          TRUST                    SINCE        PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS          HELD BY TRUSTEE
-------------------------        --------       -------------------------------------------          ---------------

-------------------------------- ----------- --------------------------------------------------     ---------------------
INTERESTED PERSON
-------------------------------- ----------- --------------------------------------------------     ---------------------
Robert H. Graham* --  1946          1992     Chairman, President and Chief Executive Officer,       None
Trustee, Chairman and President              A I M Management Group Inc. (financial services
                                             holding company); Chairman and President, A I M
                                             Advisors, Inc. (registered investment advisor);
                                             Director and Senior Vice President, A I M
                                             Capital Management, Inc. (registered investment
                                             advisor); Chairman, A I M Distributors, Inc.
                                             (registered broker dealer), A I M Fund Services,
                                             Inc., (registered transfer agent), and Fund
                                             Management Company (registered broker dealer);
                                             and Director and Vice Chairman, AMVESCAP PLC
                                             (parent of AIM and a global investment
                                             management firm)
-------------------------------- ----------- --------------------------------------------------     ---------------------
INDEPENDENT TRUSTEES
-------------------------------- ----------- --------------------------------------------------     ---------------------

Frank S. Bayley -- 1939             2001     Of Counsel, law firm of Baker & McKenzie               Badgley Funds, Inc.
Trustee                                                                                             (registered
                                                                                                    investment company)
-------------------------------- ----------- --------------------------------------------------     ---------------------

Bruce L. Crockett -- 1944           1987     Chairman, Crockett Technology Associates               ACE Limited
Trustee                                      (technology consulting company)                        (insurance
                                                                                                    company); and
                                                                                                    Captaris, Inc.
                                                                                                    (unified messaging
                                                                                                    provider)
-------------------------------- ----------- --------------------------------------------------     ---------------------

Albert R. Dowden --  1941           2000     Chairman, Cortland Trust, Inc. (registered             None
Trustee                                      investment company) and DHJ Media, Inc.;
                                             Director, Magellan Insurance Company; Member of
                                             Advisory Board of Rotary Power
                                             International (designer,
                                             manufacturer, and seller of rotary
                                             power engines); formerly, Director,
                                             President and CEO, Volvo Group
                                             North America, Inc. and director of
                                             various affiliated Volvo companies
-------------------------------- ----------- --------------------------------------------------     ---------------------


* Mr. Graham 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.

B-1

                                  TRUSTEE
 NAME, YEAR OF BIRTH AND           AND/OR                                                               OTHER
POSITION(s) HELD WITH THE         OFFICER                                                            DIRECTORSHIP(S)
          TRUST                    SINCE        PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS          HELD BY TRUSTEE
-------------------------        --------       -------------------------------------------          ---------------
INDEPENDENT TRUSTEES
-------------------------------- ----------- --------------------------------------------------     ---------------------

Edward K. Dunn, Jr. -- 1935         1998     Formerly, Chairman, Mercantile Mortgage Corp.;         None
Trustee                                      Vice Chairman, President and  Chief Operating
                                             Officer, Mercantile-Safe Deposit & Trust Co.;
                                             and President, Mercantile Bankshares Corp.
-------------------------------- ----------- --------------------------------------------------     ---------------------

Jack M. Fields -- 1952              1997     Chief Executive Officer, Twenty First Century          Administaff
Trustee                                      Group, Inc. (government affairs company)


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

Carl Frischling** -- 1937           1993     Partner, law firm of Kramer Levin Naftalis and         Cortland Trust,
Trustee                                      Frankel LLP                                            Inc. (registered
                                                                                                    investment company)
-------------------------------- ----------- --------------------------------------------------     ---------------------

Prema Mathai-Davis -- 1950          1998     Formerly, Chief Executive Officer, YWCA of the         None
Trustee                                      USA

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

Lewis F. Pennock -- 1942            1992     Partner, law firm of Pennock & Cooper                  None
Trustee

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

Ruth H. Quigley -- 1935             2001     Retired                                                None
Trustee

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

Louis S. Sklar -- 1939              1993     Executive Vice President, Development and              None
Trustee                                      Operations, Hines Interests Limited Partnership
                                             (real estate development company)
-------------------------------- ----------- --------------------------------------------------     ---------------------
OTHER OFFICERS
-------------------------------- ----------- --------------------------------------------------     ---------------------

Gary T. Crum -- 1947                1992     Director and President of A I M Capital                N/A
Senior Vice President                        Management, Inc.; Director and Executive Vice
                                             President, A I M Management Group Inc.; Director
                                             and Senior Vice President, A I M Advisors, Inc.;
                                             and Director, A I M Distributors, Inc. and
                                             AMVESCAP PLC
-------------------------------- ----------- --------------------------------------------------     ---------------------

B-2

                                  TRUSTEE
 NAME, YEAR OF BIRTH AND           AND/OR                                                               OTHER
POSITION(s) HELD WITH THE         OFFICER                                                            DIRECTORSHIP(S)
          TRUST                    SINCE        PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS          HELD BY TRUSTEE
-------------------------        --------       -------------------------------------------          ---------------
OTHER OFFICERS
-------------------------------- ----------- --------------------------------------------------     ---------------------

Carol F. Relihan -- 1954            1992     Director, Senior Vice President, General Counsel       N/A
Senior Vice President and                    and Secretary, A I M Advisors, Inc. and A I M
Secretary                                    Management Group Inc.; Director, Vice President
                                             and General Counsel, Fund Management Company;
                                             and Vice President, A I M Fund Services, Inc.,
                                             A I M Capital Management, Inc. and A I M
                                             Distributors, Inc.
-------------------------------- ----------- --------------------------------------------------     ---------------------

Robert G. Alley -- 1948             1992     Senior Vice President, A I M Capital Management,       N/A
Vice President                               Inc.; and Vice President, A I M Advisors, Inc.


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

Stuart W. Coco -- 1955              1992     Senior Vice President, A I M Capital Management,       N/A
Vice President                               Inc.; and Vice President, A I M Advisors, Inc.


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

Melville B. Cox -- 1943             1992     Vice President and Chief Compliance Officer, A I M     N/A
Vice President                               Advisors, Inc. and A I M Capital Management,
                                             Inc.; and Vice President, A I M Fund Services,
                                             Inc.
-------------------------------- ----------- --------------------------------------------------     ---------------------

Karen Dunn Kelley -- 1960           1992     Senior Vice President, A I M Capital Management,       N/A
Vice President                               Inc.; Director and President, Fund Management
                                             Company; and Vice President, A I M Advisors, Inc.

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

Edgar M. Larsen -- 1940             1999     Vice President, A I M Advisors, Inc. and A I M         N/A
Vice President                               Capital Management, Inc.

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

Dana R. Sutton -- 1959              1992     Vice President and Fund Treasurer, A I M               N/A
Vice President and Treasurer                 Advisors, Inc.
-------------------------------- ----------- --------------------------------------------------     ---------------------

B-3

                                     TRUSTEE



                OWNERSHIP OF FUND SHARES AS OF DECEMBER 31, 2001
--------------------------------------------------------------------------------------------------------------------

     NAME OF TRUSTEE                DOLLAR RANGE OF EQUITY SECURITIES            AGGREGATE DOLLAR RANGE OF EQUITY
                                                PER FUND                           SECURITIES IN ALL REGISTERED
                                                                                 INVESTMENT COMPANIES OVERSEEN BY
                                                                                   TRUSTEE IN THE AIM FAMILY OF
                                                                                             Funds--Registered Trademark--
--------------------------- -------------------------------------------------- -------------------------------------

Robert H. Graham            Balanced                          Over $100,000               Over $100,000
                            Basic Balanced                    Over $100,000
                            Value                             Over $100,000
--------------------------- -------------------------------------------------- -------------------------------------

Frank S. Bayley                                                       - 0 -            $10,001 - $50,000
--------------------------- -------------------------------------------------- -------------------------------------

Bruce L. Crockett           Select Equity                      $1 - $10,000                $1 - $10,000

                            Value                              $1 - $10,000
--------------------------- -------------------------------------------------- -------------------------------------

Owen Daly II(1)             Balanced                          Over $100,000               Over $100,000(2)
                            European Small Company        $10,001 - $50,000
                            New Technology                $10,001 - $50,000
                            Select Equity                 $10,001 - $50,000
                            Small Cap Equity             $50,001 - $100,000
--------------------------- -------------------------------------------------- -------------------------------------

Albert R. Dowden            Small Cap Equity              $10,001 - $50,000               Over $100,000
--------------------------- -------------------------------------------------- -------------------------------------

Edward K. Dunn, Jr.                                                   - 0 -               Over $100,000(2)
--------------------------- -------------------------------------------------- -------------------------------------

Jack M. Fields              Value                        $50,001 - $100,000               Over $100,000(2)
--------------------------- -------------------------------------------------- -------------------------------------

Carl Frischling             Balanced                     $50,001 - $100,000               Over $100,000(2)

                            Value                             Over $100,000
--------------------------- -------------------------------------------------- -------------------------------------

Prema Mathai-Davis                                                    - 0 -               Over $100,000(2)
--------------------------- -------------------------------------------------- -------------------------------------

Lewis F. Pennock            Balanced                      $10,001 - $50,000             $10,001 - $50,000
--------------------------- -------------------------------------------------- -------------------------------------

Ruth H. Quigley                                                       - 0 -                   $1 -$10,000
--------------------------- -------------------------------------------------- -------------------------------------

Louis S. Sklar                                                        - 0 -                 Over $100,000(2)
--------------------------- -------------------------------------------------- -------------------------------------


(1) Mr. Daly retired as a trustee on December 31, 2001.

(2) 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.

B-4

APPENDIX C

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, 2001:

                                                         RETIREMENT
                                      AGGREGATE           BENEFITS       ESTIMATED ANNUAL          TOTAL
                                  COMPENSATION FROM       ACCRUED         BENEFITS UPON         COMPENSATION
                                         THE               BY ALL         RETIREMENT(3)         FROM ALL AIM
            TRUSTEE                    TRUST(1)         AIM FUNDS(2)                            FUNDS(4)(5)
--------------------------------- ------------------- ----------------- ------------------- ---------------------
Frank S. Bayley(6)                   $   4,839                  -0-              $75,000            $  112,000
--------------------------------- ------------------- ----------------- ------------------- ---------------------
Bruce L. Crockett                       20,374            $  36,312               75,000               126,500
--------------------------------- ------------------- ----------------- ------------------- ---------------------
Owen Daly II(7)                         20,374               33,318               75,000               126,500
--------------------------------- ------------------- ----------------- ------------------- ---------------------
Albert R. Dowden                        20,374                3,193               75,000               126,500
--------------------------------- ------------------- ----------------- ------------------- ---------------------
Edward K. Dunn, Jr.                     20,374                8,174               75,000               126,500
--------------------------------- ------------------- ----------------- ------------------- ---------------------
Jack M. Fields                          20,300               19,015               75,000               126,000
--------------------------------- ------------------- ----------------- ------------------- ---------------------
Carl Frischling(8)                      20,300               54,394               75,000               126,000
--------------------------------- ------------------- ----------------- ------------------- ---------------------
Prema Mathai-Davis                      20,374               21,056               75,000               126,500
--------------------------------- ------------------- ----------------- ------------------- ---------------------
Lewis F. Pennock                        20,374               37,044               75,000               126,500
--------------------------------- ------------------- ----------------- ------------------- ---------------------
Ruth H. Quigley(6)                       4,913                  -0-               75,000               112,500
--------------------------------- ------------------- ----------------- ------------------- ---------------------
Louis S. Sklar                          19,770               53,911               75,000               123,000
--------------------------------- ------------------- ----------------- ------------------- ---------------------

(1) The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended December 31, 2001, including earnings, was $126,176.

(2) During the fiscal year ended December 31, 2001, the total amount of expenses allocated to the Trust in respect of such retirement benefits was $53,483.

(3) Amounts shown assume each trustee serves until his or her normal retirement date.

(4) All trustees currently serve as directors or trustees of sixteen registered investment companies advised by AIM.

(5) During the fiscal year ended December 31, 2001, the Trust received reimbursement for compensation paid to the trustees of $5,400. During the year ended December 31, 2001, all AIM Funds received reimbursement of total compensation paid to trustees of $31,500.

(6) Mr. Bayley and Miss Quigley were elected to serve as trustees on September 28, 2001.

(7) Mr. Daly retired as trustee on December 31, 2001.

(8) During the fiscal year ended December 31, 2001, the Trust paid $91,630 in 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.

C-1

APPENDIX D

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 April 1, 2002.

AIM BALANCED FUND

                                                                                                      INSTITUTIONAL
                                        CLASS A SHARES      CLASS B SHARES       CLASS C SHARES        CLASS SHARES
                                        ----------------- -------------------- -------------------- -------------------

NAME AND ADDRESS OF                    PERCENTAGE OWNED   PERCENTAGE OWNED OF  PERCENTAGE OWNED OF   PERCENTAGE OWNED
PRINCIPAL HOLDER                              OF                RECORD               RECORD                 OF
                                            RECORD                                                        RECORD
-------------------------------------- ------------------ -------------------- -------------------- -------------------
Merrill Lynch Pierce Fenner & Smith          9.54%               8.99%               16.48%                N/A
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
-------------------------------------- ------------------ -------------------- -------------------- -------------------
American Express Trust Co.
FBO American Express Trust
Retirement Service Plans
1200 Northstar                               7.00%                N/A                  N/A                 N/A
West P.O. Box 534
Minneapolis, MN  55440-0534
-------------------------------------- ------------------ -------------------- -------------------- -------------------
A I M Advisors, Inc.*
ATTN:  David Hessel
11 Greenway Plaza, Suite 100                  N/A                 N/A                  N/A                 100%
Houston, TX 77046
-------------------------------------- ------------------ -------------------- -------------------- -------------------

* Owned of record and beneficially.

D-1

AIM BASIC BALANCED FUND

                                              CLASS A SHARES            CLASS B SHARES             CLASS C SHARES
                                         ------------------------- -------------------------- -------------------------

NAME AND ADDRESS OF                        PERCENTAGE OWNED OF        PERCENTAGE OWNED OF       PERCENTAGE OWNED OF
PRINCIPAL HOLDER                                  RECORD                    RECORD                     RECORD
---------------------------------------- ------------------------- -------------------------- -------------------------
Merrill Lynch Pierce Fenner & Smith                N/A                        N/A                      7.52%
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246
---------------------------------------- ------------------------- -------------------------- -------------------------

AIM EUROPEAN SMALL COMPANY FUND

                                              CLASS A SHARES            CLASS B SHARES             CLASS C SHARES
                                         ------------------------- -------------------------- -------------------------
NAME AND ADDRESS OF                        PERCENTAGE OWNED OF        PERCENTAGE OWNED OF       PERCENTAGE OWNED OF
PRINCIPAL HOLDER                                  RECORD                    RECORD                     RECORD
---------------------------------------- ------------------------- -------------------------- -------------------------
RBC Dain Rauscher                                  N/A                        N/A                      5.38%
FBO Tobias Hlavinka
P.O. Box 1068
East Bernard, TX  77435-1068
---------------------------------------- ------------------------- -------------------------- -------------------------
Merrill Lynch Pierce Fenner & Smith
FBO The Sole Benefit of Customers
ATTN:  Fund Administration                         N/A                      16.95%                     12.40%
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
---------------------------------------- ------------------------- -------------------------- -------------------------
Painewebber
FBO Painewebber CDN
FBO Glenda F. Cordts                               N/A                        N/A                      5.50%
P.O. Box 1108
New York, NY  10268-1108
---------------------------------------- ------------------------- -------------------------- -------------------------

D-2

AIM GLOBAL UTILITIES FUND

                                              CLASS A SHARES            CLASS B SHARES             CLASS C SHARES
                                         ------------------------- -------------------------- -------------------------

NAME AND ADDRESS OF                        PERCENTAGE OWNED OF        PERCENTAGE OWNED OF       PERCENTAGE OWNED OF
PRINCIPAL HOLDER                                  RECORD                    RECORD                     RECORD
---------------------------------------- ------------------------- -------------------------- -------------------------
Charles Schwab & Co., Inc.                        16.43%                      N/A                       N/A
Reinvestment Account
101 Montgomery Street
San Francisco, CA  94104-0000
---------------------------------------- ------------------------- -------------------------- -------------------------
Merrill Lynch Pierce Fenner & Smith
FBO The Sole Benefit of Customers
ATTN:  Fund Administration                         N/A                       5.23%                     11.51%
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
---------------------------------------- ------------------------- -------------------------- -------------------------

AIM INTERNATIONAL EMERGING GROWTH FUND

                                              CLASS A SHARES            CLASS B SHARES             CLASS C SHARES
                                         ------------------------- -------------------------- -------------------------
NAME AND ADDRESS OF                        PERCENTAGE OWNED OF        PERCENTAGE OWNED OF       PERCENTAGE OWNED OF
PRINCIPAL HOLDER                                  RECORD                    RECORD                     RECORD
---------------------------------------- ------------------------- -------------------------- -------------------------
Merrill Lynch Pierce Fenner & Smith               8.29%                     22.47%                     18.95%
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
---------------------------------------- ------------------------- -------------------------- -------------------------
Joel and Holly Dobberpuhl*
1710 Lawrence Road                                6.18%                       N/A                       N/A
Franklin, TN  37069-1700
---------------------------------------- ------------------------- -------------------------- -------------------------
Lanny H. Sachnowitz*
6317 Belmont Street                               5.19%                       N/A                       N/A
Houston, TX  77005
---------------------------------------- ------------------------- -------------------------- -------------------------

* Owned of record and beneficially.

D-3

AIM MID CAP BASIC VALUE FUND

                                              CLASS A SHARES            CLASS B SHARES             CLASS C SHARES
                                         ------------------------- -------------------------- -------------------------

NAME AND ADDRESS OF                        PERCENTAGE OWNED OF        PERCENTAGE OWNED OF       PERCENTAGE OWNED OF
PRINCIPAL HOLDER                                  RECORD                    RECORD                     RECORD
---------------------------------------- ------------------------- -------------------------- -------------------------

Merrill Lynch Pierce Fenner & Smith                N/A                       8.76%                      N/A
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
---------------------------------------- ------------------------- -------------------------- -------------------------

AIM NEW TECHNOLOGY FUND

                                              CLASS A SHARES            CLASS B SHARES             CLASS C SHARES
                                         ------------------------- -------------------------- -------------------------

NAME AND ADDRESS OF                        PERCENTAGE OWNED OF        PERCENTAGE OWNED OF       PERCENTAGE OWNED OF
PRINCIPAL HOLDER                                  RECORD                    RECORD                     RECORD
---------------------------------------- ------------------------- -------------------------- -------------------------
Morgan Keegan & Company, Inc.                     7.71%                       N/A                       N/A
1000 Uptown Park Blvd. Unit # 264
Houston, TX 77056
---------------------------------------- ------------------------- -------------------------- -------------------------
Merrill Lynch Pierce Fenner & Smith
FBO The Sole Benefit of Customers
ATTN:  Fund Administration                         N/A                        N/A                      5.36%
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
---------------------------------------- ------------------------- -------------------------- -------------------------

AIM SELECT EQUITY FUND

                                              CLASS A SHARES            CLASS B SHARES             CLASS C SHARES
                                         ------------------------- -------------------------- -------------------------

NAME AND ADDRESS OF                        PERCENTAGE OWNED OF        PERCENTAGE OWNED OF       PERCENTAGE OWNED OF
PRINCIPAL HOLDER                                  RECORD                    RECORD                     RECORD
---------------------------------------- ------------------------- -------------------------- -------------------------
Merrill Lynch Pierce Fenner & Smith                N/A                      10.90%                     12.42%
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
---------------------------------------- ------------------------- -------------------------- -------------------------

D-4

AIM SMALL CAP EQUITY FUND

                                              CLASS A SHARES            CLASS B SHARES             CLASS C SHARES
                                         ------------------------- -------------------------- -------------------------

NAME AND ADDRESS OF                        PERCENTAGE OWNED OF        PERCENTAGE OWNED OF       PERCENTAGE OWNED OF
PRINCIPAL HOLDER                                  RECORD                    RECORD                     RECORD
---------------------------------------- ------------------------- -------------------------- -------------------------
Merrill Lynch Pierce Fenner & Smith               14.06%                    10.48%                     24.71%
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
---------------------------------------- ------------------------- -------------------------- -------------------------

AIM VALUE FUND

                                                                                                      INSTITUTIONAL
                                        CLASS A SHARES      CLASS B SHARES       CLASS C SHARES        CLASS SHARES
                                       ------------------ -------------------- -------------------- -------------------

NAME AND ADDRESS OF                    PERCENTAGE OWNED   PERCENTAGE OWNED OF  PERCENTAGE OWNED OF   PERCENTAGE OWNED
PRINCIPAL HOLDER                              OF                RECORD               RECORD                 OF
                                            RECORD                                                        RECORD
-------------------------------------- ------------------ -------------------- -------------------- -------------------
Merrill Lynch Pierce Fenner & Smith          9.99%              11.12%               22.53%                N/A
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
-------------------------------------- ------------------ -------------------- -------------------- -------------------
A I M Advisors, Inc.*
ATTN:  David Hessel
11 Greenway Plaza, Suite 100                  N/A                 N/A                  N/A                 100%
Houston, TX 77046
-------------------------------------- ------------------ -------------------- -------------------- -------------------

AIM VALUE II FUND

                                              CLASS A SHARES            CLASS B SHARES             CLASS C SHARES
                                         ------------------------- -------------------------- -------------------------

NAME AND ADDRESS OF                        PERCENTAGE OWNED OF        PERCENTAGE OWNED OF       PERCENTAGE OWNED OF
PRINCIPAL HOLDER                                  RECORD                    RECORD                     RECORD
---------------------------------------- ------------------------- -------------------------- -------------------------
Merrill Lynch Pierce Fenner & Smith               6.44%                     14.55%                     22.30%
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
---------------------------------------- ------------------------- -------------------------- -------------------------

* Owned of record and beneficially.

D-5

AIM WORLDWIDE SPECTRUM FUND

                                              CLASS A SHARES            CLASS B SHARES             CLASS C SHARES
                                         ------------------------- -------------------------- -------------------------

NAME AND ADDRESS OF                        PERCENTAGE OWNED OF        PERCENTAGE OWNED OF       PERCENTAGE OWNED OF
PRINCIPAL HOLDER                                  RECORD                    RECORD                     RECORD
---------------------------------------- ------------------------- -------------------------- -------------------------
Joel and Holly Dobberpuhl*                        28.31%                      N/A                       N/A
1710 Lawrence  Road
Franklin, TN  37069-1700
---------------------------------------- ------------------------- -------------------------- -------------------------
A I M Advisors, Inc.*
Attn:  David Hessel
11 Greenway Plaza, Suite 100                      11.64%                      N/A                       N/A
Houston, TX  77046
---------------------------------------- ------------------------- -------------------------- -------------------------
Merrill Lynch Pierce Fenner & Smith
FBO The Sole Benefit of Customers
ATTN:  Fund Administration                         N/A                        N/A                      8.23%
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
---------------------------------------- ------------------------- -------------------------- -------------------------
Joyce M. Kelso and
Jerry A. Kelso*
270 River Trace Dr.                                N/A                        N/A                      9.83%
Marion, AR 72364
---------------------------------------- ------------------------- -------------------------- -------------------------

* Owned of record and beneficially.

MANAGEMENT OWNERSHIP

As of April 1, 2002, the trustees and officers as a group owned less than 1% of the outstanding shares of each class of AIM Balanced Fund, AIM Basic Balanced Fund, AIM Global Utilities Fund, AIM International Emerging Growth Fund, AIM Mid Cap Basic Value Fund, AIM Select Equity Fund, AIM Small Cap Equity Fund, AIM Value Fund, AIM Value II Fund and AIM Worldwide Spectrum Fund. In addition, as of April 1, 2002, the trustees and officers as a group owned 1.74% of Class A shares of AIM European Small Company Fund and 1.30% of Class A shares of AIM New Technology Fund.

D-6

APPENDIX E

MANAGEMENT FEES

For the last three fiscal years ended December 31, the management fees payable by each Fund, the amounts waived by AIM and the net fees paid by each Fund were as follows:

     FUND NAME                             2001                                             2000
--------------------- -------------- -------------- ------------------ -------------- -------------- ------------------
                       MANAGEMENT     MANAGEMENT     NET MANAGEMENT     MANAGEMENT     MANAGEMENT     NET MANAGEMENT
                       FEE PAYABLE    FEE WAIVERS       FEE PAID        FEE PAYABLE    FEE WAIVERS       FEE PAID
--------------------- -------------- -------------- ------------------ -------------- -------------- ------------------
AIM Balanced Fund      $ 20,891,477      $  19,008      $  20,872,469   $ 19,294,478  $         -0-      $  19,294,478

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

AIM Basic Balanced           29,174         29,174                -0-            N/A            N/A                N/A
Fund*
--------------------- -------------- -------------- ------------------ -------------- -------------- ------------------

AIM European Small          107,157        107,157                -0-         27,495         27,495                -0-
Company Fund**
--------------------- -------------- -------------- ------------------ -------------- -------------- ------------------

AIM Global                2,017,671          1,934          2,015,737      2,457,103            -0-          2,457,103
Utilities Fund
--------------------- -------------- -------------- ------------------ -------------- -------------- ------------------

AIM International
Emerging Growth              96,010         96,010                -0-         20,500         20,500                -0-
Fund**
--------------------- -------------- -------------- ------------------ -------------- -------------- ------------------

AIM Mid Cap Basic                22             22                -0-            N/A            N/A                N/A
Value Fund***
--------------------- -------------- -------------- ------------------ -------------- -------------- ------------------

AIM New Technology          662,429        357,926            304,503        169,735        126,575             43,160
Fund**
--------------------- -------------- -------------- ------------------ -------------- -------------- ------------------

AIM Select Equity         6,487,014          3,800          6,483,214      8,431,513            -0-          8,431,513
Fund
--------------------- -------------- -------------- ------------------ -------------- -------------- ------------------

AIM Small Cap               997,232            714            996,518         89,083         89,083                -0-
Equity Fund**
--------------------- -------------- -------------- ------------------ -------------- -------------- ------------------
AIM Value Fund          133,647,827      8,961,757        124,686,070    178,352,446     11,485,909        166,866,537

--------------------- -------------- -------------- ------------------ -------------- -------------- ------------------
AIM Value II Fund**       1,259,835         42,306          1,217,529        184,046        146,253             37,793

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

AIM Worldwide                69,914         69,914                -0-             69             69                -0-
Spectrum Fund****
--------------------- -------------- -------------- ------------------ -------------- -------------- ------------------



     FUND NAME                              1999
--------------------- -------------- -------------- -------------------
                       MANAGEMENT     MANAGEMENT      NET MANAGEMENT
                       FEE PAYABLE    FEE WAIVERS        FEE PAID
--------------------- -------------- -------------- -------------------
AIM Balanced Fund       $13,624,208      $     -0-      $   13,624,208

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

AIM Basic Balanced              N/A            N/A                 N/A
Fund*
--------------------- -------------- -------------- -------------------

AIM European Small              N/A            N/A                 N/A
Company Fund**
--------------------- -------------- -------------- -------------------

AIM Global                1,802,726            -0-           1,802,726
Utilities Fund
--------------------- -------------- -------------- -------------------

AIM International
Emerging Growth                 N/A            N/A                 N/A
Fund**
--------------------- -------------- -------------- -------------------

AIM Mid Cap Basic               N/A            N/A                 N/A
Value Fund***
--------------------- -------------- -------------- -------------------

AIM New Technology              N/A            N/A                 N/A
Fund**
--------------------- -------------- -------------- -------------------

AIM Select Equity         5,507,389            -0-           5,507,389
Fund
--------------------- -------------- -------------- -------------------

AIM Small Cap                   N/A            N/A                 N/A
Equity Fund**
--------------------- -------------- -------------- -------------------
AIM Value Fund          141,196,457      5,137,356         136,059,101

--------------------- -------------- -------------- -------------------
AIM Value II Fund**             N/A            N/A                 N/A

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

AIM Worldwide                   N/A            N/A                 N/A
Spectrum Fund****
--------------------- -------------- -------------- -------------------

* Commenced operations on September 28, 2001.

** Commenced operations on August 31, 2000.

*** Commenced operations on December 31, 2001.

**** Commenced operations on December 29, 2000.

E-1

APPENDIX F

ADMINISTRATIVE SERVICES FEES

The Funds paid AIM the following amounts for administrative services for the last three fiscal years ended December 31:

         FUND NAME                       2001                            2000                         1999
---------------------------- ------------------------------ ------------------------------- --------------------------

AIM Balanced Fund                     $316,318                        $219,636                     $158,046


---------------------------- ------------------------------ ------------------------------- --------------------------
AIM Basic Balanced Fund*                12,603                           N/A                           N/A

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

AIM European Small Company              50,000                          16,667                         N/A
Fund**
---------------------------- ------------------------------ ------------------------------- --------------------------
AIM Global Utilities Fund               92,707                         111,177                        8,999

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

AIM International Emerging              50,000                          16,667                         N/A
Growth Fund**
---------------------------- ------------------------------ ------------------------------- --------------------------

AIM Mid Cap Basic Value                   137                            N/A                           N/A
Fund***
---------------------------- ------------------------------ ------------------------------- --------------------------

AIM New Technology Fund**              50,000                          16,667                         N/A
---------------------------- ------------------------------ ------------------------------- --------------------------

AIM Select Equity Fund                  148,860                        144,211                       110,205
---------------------------- ------------------------------ ------------------------------- --------------------------

AIM Small Cap Equity Fund**              50,000                          16,667                         N/A
---------------------------- ------------------------------ ------------------------------- --------------------------

AIM Value Fund                          833,469                        959,833                       631,457
---------------------------- ------------------------------ ------------------------------- --------------------------

AIM Value II Fund**                     50,000                          16,667                         N/A
---------------------------- ------------------------------ ------------------------------- --------------------------

AIM Worldwide Spectrum                  50,000                           410                           N/A
Fund****
---------------------------- ------------------------------ ------------------------------- --------------------------

* Commenced operations on September 28, 2001.

** Commenced operations on August 31, 2000.

*** Commenced operations on December 31, 2001.

**** Commenced operations on December 29, 2000.

F-1

APPENDIX G

BROKERAGE COMMISSIONS

Brokerage commissions paid by each of the Funds listed below during the last three fiscal years were as follows:

                  FUND                                           2001              2000             1999
                  ----                                        ----------        ----------       ----------

AIM Balanced Fund(5)                                      $     2,814,996       $  1,892,019     $  1,595,462
AIM Basic Balanced Fund(1)                                        332,231                N/A              N/A
AIM European Small Company Fund(2)                                 69,600             38,807              N/A
AIM Global Utilities Fund(6)                                      263,422            593,061          198,511
AIM International Emerging Growth Fund(2)                          67,561             27,889              N/A
AIM Mid Cap Basic Value Fund(3)                                       N/A                N/A              N/A
AIM New Technology Fund(2)                                        137,043             10,477              N/A
AIM Select Equity Fund(7)                                       2,341,424          1,152,944          592,091
AIM Small Cap Equity Fund(2)                                      493,853             65,567              N/A
AIM Value Fund(8)                                              19,870,430         34,775,189       23,804,242
AIM Value II Fund(2)                                              231,409             57,425              N/A
AIM Worldwide Spectrum Fund(4)                                     29,817                N/A              N/A

(1) Commenced operations on September 28, 2001.

(2) Commenced operations on August 31, 2000.

(3) Commenced operations on December 31, 2001.

(4) Commenced operations on December 29, 2000.

(5) The variation in brokerage commissions paid by the AIM Balanced Fund for the fiscal year ended December 31, 2001, as compared to the prior fiscal year was due to a significant fluctuation in asset levels.

(6) The variation in brokerage commissions paid by the AIM Global Utilities Fund for the fiscal year ended December 31, 2001, as compared to the prior fiscal year, was due to a significant fluctuation in asset levels and a reduction in transactions on which commissions were paid.

(7) The variation in brokerage commissions paid by the AIM Select Equity Fund for the fiscal year ended December 31, 2001, as compared to the prior fiscal year, was due to a change in the Fund's investment strategies, which in effect also resulted in an increase in transactions on which commissions were paid.

(8) The variation in brokerage commissions paid by the AIM Value Fund for the fiscal year ended December 31, 2001, as compared to the prior fiscal year, was due to a significant fluctuation in asset levels and a reduction in transactions on which commissions were paid.

G-1

APPENDIX H

DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF
SECURITIES OF REGULAR BROKERS OR DEALERS

During the last fiscal year ended December 31, 2001, each Fund allocated the following amount of transactions to broker-dealers that provided AIM with certain research, statistics and other information:

                                                                                     Related
Fund                                                Transactions              Brokerage Commissions
----                                                ------------              ---------------------

AIM Balanced Fund                               $      190,962,040              $         239,220
AIM Basic Balanced Fund                                        N/A                            N/A
AIM European Small Company Fund                            271,339                            457
AIM Global Utilities Fund                               12,268,708                         20,325
AIM International Emerging Growth Fund                     121,720                            243
AIM Mid Cap Basic Value Fund*                                  N/A                            N/A
AIM New Technology Fund                                 11,536,993                         12,730
AIM Select Equity Fund                                 220,518,143                        276,629
AIM Small Cap Equity Fund                               11,559,784                         21,470
AIM Value Fund                                       2,297,060,048                      2,668,509
AIM Value II Fund                                       10,278,589                         15,793
AIM Worldwide Spectrum Fund                                440,920                            510

* Commenced operations on December 31, 2001.

During the last fiscal year ended December 31, 2001, the Funds held securities issued by the following companies, which are "regular" brokers or dealers of one or more of the Funds identified below:

              Fund                                 Security                         Market Value
              ----                                 --------                         ------------
AIM Balanced Fund
    Goldman Sachs Group, Inc. (The)             Common Stock                       $    21,295,400
    Merrill Lynch & Co., Inc.                   Common Stock                            34,034,360
    Morgan Stanley Dean Witter & Co.            Common Stock                            24,926,864

    Bear Stearns Cos. Inc.                      Bonds/Notes                              4,676,293
    Lehman Brothers Holdings Inc.               Bonds/Notes                              6,501,967
    Morgan Stanley Dean Witter & Co.            Bonds/Notes                              7,182,964


AIM Basic Balanced Fund
     Morgan Stanley Dean Witter & Co.           Common Stock                               223,760

     Lehman Brothers Holdings, Inc.             Bonds/Notes                                 21,837

AIM Select Equity Fund
    Lehman Brothers Holdings Inc.               Common Stock                             6,199,040
    Merrill Lynch & Co., Inc.                   Common Stock                             8,234,960

AIM Value Fund
    Morgan Stanley Dean Witter & Co.            Common Stock                           391,580,000

AIM Value II Fund
    Lehman Brothers Holdings Inc.               Common Stock                             1,837,000
    Morgan Stanley Dean Witter & Co.            Common Stock                             1,342,560

H-1

APPENDIX I

AMOUNTS PAID TO A I M DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS

List of amounts paid by each class of shares to AIM Distributors pursuant to the Plans for the fiscal year or period ended December 31, 2001.

                                                     CLASS A                    CLASS B                 CLASS C
FUND                                                 SHARES                     SHARES                  SHARES
----                                              -------------                ----------                ---------

AIM Balanced Fund                                 $   6,103,678                12,597,477                4,020,765
AIM Basic Balanced Fund*                                  5,240                    22,783                    7,127
AIM European Small Company Fund**                        26,996                    24,901                   10,764
AIM Global Utilities Fund                               543,963                 1,309,131                  150,360
AIM International Emerging Growth Fund**                 19,636                    19,061                   25,899
AIM Mid Cap Basic Value Fund***                               4                         8                        8
AIM New Technology Fund**                               129,174                   197,761                   95,599
AIM Select Equity Fund                                1,072,072                 5,043,700                  627,234
AIM Small Cap Equity Fund**                             216,534                   382,833                  171,712
AIM Value Fund                                       24,169,158               105,895,470               10,844,420
AIM Value II Fund**                                     224,258                   712,565                  326,478
AIM Worldwide Spectrum Fund****                          21,849                    11,226                    8,599

* Commenced operations on September 28, 2001.

** Commenced operations on August 31, 2000.

*** Commenced operations on December 31, 2001.

**** Commenced operations on December 29, 2000.

I-1

APPENDIX J

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 year ended December 31, 2001, follows:

                                                    PRINTING &                  UNDERWRITERS         DEALERS
                                     ADVERTISING     MAILING     SEMINARS       COMPENSATION      COMPENSATION
                                    -------------   ---------    ---------      ------------      ------------

AIM Balanced Fund                   $           0   $       0    $       0      $  6,103,678      $          0
AIM Basic Balanced Fund*                      565          77            0                 0             4,598
AIM European Small Company Fund**           4,628           0        1,543                 0            20,825
AIM Global Utilities Fund                  18,119       1,575        6,127                 0           518,142
AIM International Emerging Growth Fund**    5,610           0            0                 0            14,026
AIM Mid Cap Basic Value Fund***               N/A         N/A          N/A               N/A               N/A
AIM New Technology Fund**                   8,982         800        3,557                 0           115,835
AIM Select Equity Fund                          0           0            0                 0         1,072,072
AIM Small Cap Equity Fund**                19,547       1,934        5,585                 0           189,468
AIM Value Fund                                  0           0            0                 0        24,169,158
AIM Value II Fund**                        23,022       1,955        7,602                 0           191,679
AIM Worldwide Spectrum Fund****             2,066         204          568                 0            19,011

An estimate by category of the allocation of actual fees paid by Class B Shares of the Funds during the year ended December 31, 2001, follows:

                                                    PRINTING &                UNDERWRITERS          DEALERS
                                     ADVERTISING     MAILING    SEMINARS      COMPENSATION       COMPENSATION
                                     ------------   ---------   ----------    --------------    --------------

AIM Balanced Fund                    $    249,000   $  22,346   $   83,355    $    9,448,108    $    2,794,668
AIM Basic Balanced Fund*                      881         120          334            17,087             4,361
AIM European Small Company Fund**           3,596           0            0            18,676             2,629
AIM Global Utilities Fund                  21,638       1,784        8,107           981,848           295,754
AIM International Emerging Growth Fund**    1,953         429            0            14,295             2,384
AIM Mid Cap Basic Value Fund***               N/A         N/A          N/A               N/A               N/A
AIM New Technology Fund**                  13,377       1,038        4,325           148,321            30,700
AIM Select Equity Fund                     86,226       7,774       29,640         3,782,775         1,137,285
AIM Small Cap Equity Fund**                21,069       1,789        6,957           287,125            65,893
AIM Value Fund                          1,038,490      93,636      347,603        79,421,602        24,994,139
AIM Value II Fund**                        32,152       2,607       11,586           534,424           131,796
AIM Worldwide Spectrum Fund****             1,565           0            0             8,420             1,241

An estimate by category of the allocation of actual fees paid by Class C shares of the Funds during the year ended December 31, 2001, follows:

                                                    PRINTING &                UNDERWRITERS         DEALERS
                                     ADVERTISING     MAILING    SEMINARS       COMPENSATION      COMPENSATION
                                     ------------   ---------   ----------    --------------    --------------

AIM Balanced Fund                    $    108,680   $   9,979   $   35,987    $      802,417    $    3,063,702
AIM Basic Balanced Fund*                        0           0            0             3,037             4,090
AIM European Small Company Fund**               0           0            0             5,194             5,570
AIM Global Utilities Fund                   5,016           0        2,508            45,147            97,689
AIM International Emerging Growth Fund**    1,509         149          829             8,147            15,265
AIM Mid Cap Basic Value Fund***               N/A         N/A          N/A               N/A               N/A
AIM New Technology Fund**                   7,072         699        2,590            50,506            34,732
AIM Select Equity Fund                     29,303       2,520       10,183           213,852           371,376
AIM Small Cap Equity Fund**                 9,757         965        3,829            75,820            81,341
AIM Value Fund                            269,253      24,465       89,843         1,986,915         8,473,944
AIM Value II Fund**                        22,821       2,093        6,643           154,458           140,463
AIM Worldwide Spectrum Fund****             1,166         256            0             4,267             2,910

* Commenced operations on September 28, 2001.

** Commenced operations on August 31, 2000.

*** Commenced operations on December 31, 2001.

**** Commenced operations on December 29, 2000.

J-1

APPENDIX K

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 years ending December 31:

                                                 2001                    2000                    1999
                                                 ----                    ----                    ----
                                          SALES     AMOUNT        SALES     AMOUNT         SALES      AMOUNT
                                        CHARGES    RETAINED     CHARGES    RETAINED      CHARGES     RETAINED
                                      -----------  ----------- -----------  ----------  ----------  -----------
AIM Balanced Fund                     $ 3,691,146  $   640,756 $ 7,582,977  $1,348,605  $4,738,340  $   823,856
AIM Basic Balanced Fund*                  112,507       19,234      N/A            N/A         N/A          N/A
AIM European Small Company Fund**          28,534        4,738     127,183      18,828         N/A          N/A
AIM Global Utilities Fund                 427,191       69,443   1,102,169     174,240     363,844       56,996
AIM International Emerging Growth Fund**   26,026        4,181      52,378       8,538         N/A          N/A
AIM Mid Cap Basic Value Fund***               N/A          N/A         N/A         N/A         N/A          N/A
AIM New Technology Fund**                 478,515       76,755     895,102     142,151         N/A          N/A
AIM Select Equity Fund                  1,293,861      205,791   3,195,845     511,968   1,100,704      176,131
AIM Small Cap Equity Fund**               819,222      129,827     421,500      66,008         N/A          N/A
AIM Value Fund                         13,060,057    2,026,998  44,597,613   6,912,097  47,407,647    7,218,373
AIM Value II Fund**                       606,814       95,063     838,943     130,652         N/A          N/A
AIM Worldwide Spectrum Fund****            60,376       10,936      -0-         -0-            N/A          N/A

* Commenced operations on September 28, 2001.

** Commenced operations on August 31, 2000.

*** Commenced operations on December 31, 2001

**** Commenced operations on December 29, 2000.

The following chart reflects the contingent deferred sales charges paid by Class A, Class B and Class C shareholders and retained by AIM Distributors for the last three fiscal years ended December 31:

                                                              2001              2000          1999
                                                              ----              ----          ----

AIM Balanced Fund                                         $    139,887     $    284,148    $   150,341
AIM Basic Balanced Fund*                                            84              N/A            N/A
AIM European Small Company Fund**                               17,064               47            N/A
AIM Global Utilities Fund                                        9,778           16,641         67,367
AIM International Emerging Growth Fund**                        29,308              364            N/A
AIM Mid Cap Basic Value Fund***                                    N/A              N/A            N/A
AIM New Technology Fund**                                       11,820           16,403            N/A
AIM Select Equity Fund                                          32,135           32,980          75,951
AIM Small Cap Equity Fund**                                     39,954              541            N/A
AIM Value Fund                                                 502,677        1,003,943       1,053,955
AIM Value II Fund**                                             25,998            1,234            N/A
AIM Worldwide Spectrum Fund****                                  2,126              -0-            N/A

* Commenced operations on September 28, 2001.

** Commenced operations on August 31, 2000.

*** Commenced operations on December 31, 2001.

**** Commenced operations on December 29, 2000.

K-1

APPENDIX L

PERFORMANCE DATA

AVERAGE ANNUAL TOTAL RETURNS

The average annual total returns (including sales loads) for each Fund, with respect to its Class A shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001, are as follows:

                                                           PERIODS ENDED
                                                          DECEMBER 31, 2001                SINCE      INCEPTION
         CLASS A SHARES:                         1 YEAR       5 YEARS      10 YEARS     INCEPTION       DATE
         --------------                          ------       -------      --------     ---------     ---------

AIM Balanced Fund                               -15.54%        6.14%        10.02%          --         03/31/78
AIM Basic Balanced Fund                            N/A          N/A            N/A         2.80%       09/28/01
AIM European Small Company Fund                 -25.88%         N/A            N/A       -24.85%       08/31/00
AIM Global Utilities Fund                       -32.28%        4.91%         7.11%          --         01/19/88
AIM International Emerging Growth Fund          -15.37%         N/A            N/A       -25.57%       08/31/00
AIM Mid Cap Basic Value Fund                       N/A          N/A            N/A        -5.48%       12/31/01
AIM New Technology Fund                         -46.14%         N/A            N/A       -53.21%       08/31/00
AIM Select Equity Fund                          -29.73%        8.21%         8.83%          --         12/04/67
AIM Small Cap Equity Fund                         2.98%         N/A            N/A        -2.74%       08/31/00
AIM Value Fund                                  -17.79%        8.38%        12.67%          --         05/01/84
AIM Value II Fund                               -22.64%         N/A            N/A       -26.00%       08/31/00
AIM Worldwide Spectrum Fund                      -6.89%         N/A            N/A        -6.86%       12/29/00

The average annual total returns (including maximum applicable contingent deferred sales charge) for each Fund, with respect to its Class B shares, for the one, five and ten year periods (or since inception of less than ten years) ended December 31, 2001, are as follows:

                                                           PERIODS ENDED
                                                          DECEMBER 31, 2001               SINCE       INCEPTION
         CLASS B SHARES:                         1 YEAR       5 YEARS      10 YEARS     INCEPTION       DATE
         --------------                          ------       -------      --------     ---------     ---------

AIM Balanced Fund                              -16.32%        6.02%            N/A         8.53%       10/18/93
AIM Basic Balanced Fund                           N/A           N/A            N/A         2.76%       09/28/01
AIM European Small Company Fund                -26.01%          N/A            N/A       -24.37%       08/31/00
AIM Global Utilities Fund                      -32.39%        4.98             N/A         5.37%       09/01/93
AIM International Emerging Growth Fund         -15.52%          N/A            N/A       -25.21%       08/31/00
AIM Mid Cap Basic Value Fund                       N/A          N/A            N/A        -5.00%       12/31/01
AIM New Technology Fund                        -46.22%          N/A            N/A       -52.94%       08/31/00
AIM Select Equity Fund                         -29.87%        8.29%            N/A         9.95%       09/01/93
AIM Small Cap Equity Fund                        3.24%         N/A             N/A        -2.18%       08/31/00
AIM Value Fund                                 -17.92%        8.47%            N/A        10.99%       10/18/93
AIM Value II Fund                              -22.83%          N/A            N/A       -25.67%       08/31/00
AIM Worldwide Spectrum Fund                     -6.99%          N/A            N/A        -5.98%       12/29/00

L-1

The average annual total returns (including maximum applicable contingent deferred sales charge) for each Fund, with respect to its Class C shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001, are as follows:

                                                           PERIODS ENDED
                                                          DECEMBER 31, 2001                SINCE      INCEPTION
         CLASS C SHARES:                         1 YEAR       5 YEARS      10 YEARS     INCEPTION        DATE
         --------------                          ------       -------      --------     ---------     ---------

AIM Balanced Fund                               -12.85%         N/A            N/A         3.31%       08/04/97
AIM Basic Balanced Fund                            N/A          N/A            N/A         6.76%       09/28/01
AIM European Small Company Fund                 -22.92%         N/A            N/A       -22.12%       08/31/00
AIM Global Utilities Fund                       -29.58%         N/A            N/A         3.36%       08/04/97
AIM International Emerging Growth Fund          -11.96%         N/A            N/A       -22.88%       08/31/00
AIM Mid Cap Basic Value Fund                       N/A          N/A            N/A        -1.00%       12/31/01
AIM New Technology Fund                         -43.95%         N/A            N/A       -51.48%       08/31/00
AIM Select Equity Fund                          -26.95%         N/A            N/A         4.67%       08/04/97
AIM Small Cap Equity Fund                         7.14%         N/A            N/A         0.75%       08/31/00
AIM Value Fund                                  -14.46%         N/A            N/A         4.95%       08/04/97
AIM Value II Fund                               -19.58%         N/A            N/A       -23.37%       08/31/00
AIM Worldwide Spectrum Fund                      -3.07%         N/A            N/A        -2.08%       12/29/00

CUMULATIVE TOTAL RETURNS

The cumulative total returns (including sales loads) for each Fund, with respect to its Class A shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are as follows:

                                                           PERIODS ENDED
                                                          DECEMBER 31, 2001                SINCE       INCEPTION
         CLASS A SHARES:                         1 YEAR       5 YEARS      10 YEARS     INCEPTION         DATE
         ---------------                         ------       -------      --------     ---------      ---------

AIM Balanced Fund                               -15.54%       34.73%       159.78%          --         03/31/78
AIM Basic Balanced Fund                            N/A          N/A            N/A         2.80%       09/28/01
AIM European Small Company Fund                 -25.88%         N/A            N/A       -31.70%       08/31/00
AIM Global Utilities Fund                       -32.28%       27.09%        98.68%          --         01/19/88
AIM International Emerging Growth Fund          -15.37%         N/A            N/A       -32.57%       08/31/00
AIM Mid Cap Basic Value Fund                       N/A          N/A            N/A        -5.48%       12/31/01
AIM New Technology Fund                         -46.14%         N/A            N/A       -63.71%       08/31/00
AIM Select Equity Fund                          -29.73%       48.36%       133.09%          --         12/04/67
AIM Small Cap Equity Fund                         2.98%         N/A            N/A        -3.64%       08/31/00
AIM Value Fund                                  -17.79%       49.52%       229.54%          --         05/01/84
AIM Value II Fund                               -22.64%         N/A            N/A       -33.09%       08/31/00
AIM Worldwide Spectrum Fund                      -6.89%         N/A            N/A        -6.89%       12/29/00

L-2

The cumulative total returns (including maximum applicable contingent deferred sales charge) for each Fund, with respect to its Class B shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are as follows:

                                                           PERIODS ENDED
                                                          DECEMBER 31, 2001                SINCE       INCEPTION
         CLASS B SHARES:                         1 YEAR       5 YEARS      10 YEARS     INCEPTION         DATE
                                                 ------       -------      --------     ---------       --------
AIM Balanced Fund                               -16.32%       33.97%           N/A        95.64%        10/18/93
AIM Basic Balanced Fund                            N/A          N/A            N/A         2.76%        09/28/01
AIM European Small Company Fund                 -26.01%         N/A            N/A       -31.12%        08/31/00
AIM Global Utilities Fund                       -32.39%       27.51%           N/A        54.67%        09/01/93
AIM International Emerging Growth Fund          -15.52%         N/A            N/A       -32.13%        08/31/00
AIM Mid Cap Basic Value Fund                       N/A          N/A            N/A        -5.00%        12/31/01
AIM New Technology Fund                         -46.22%         N/A            N/A       -63.42%        08/31/00
AIM Select Equity Fund                          -29.87%       48.91%           N/A       120.47%        09/01/93
AIM Small Cap Equity Fund                         3.24%         N/A            N/A        -2.90%        08/31/00
AIM Value Fund                                  -17.92%       50.16%           N/A       135.26%        10/18/93
AIM Value II Fund                               -22.83%         N/A            N/A       -32.69%        08/31/00
AIM Worldwide Spectrum Fund                      -6.99%         N/A            N/A        -6.01%        12/29/00

The cumulative total returns (including maximum applicable contingent deferred sales charge) for each Fund, with respect to its Class C shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are as follows:

                                                           PERIODS ENDED
                                                          DECEMBER 31, 2001                SINCE       INCEPTION
         CLASS C SHARES:                         1 YEAR       5 YEARS      10 YEARS     INCEPTION         DATE
         ---------------                         ------       -------      --------     ---------       ---------
AIM Balanced Fund                               -12.85%         N/A            N/A        15.43%        08/04/97
AIM Basic Balanced Fund                            N/A          N/A            N/A         6.76%        09/28/01
AIM European Small Company Fund                 -22.92%         N/A            N/A       -28.36%        08/31/00
AIM Global Utilities Fund                       -29.58%         N/A            N/A        15.70%        08/04/97
AIM International Emerging Growth Fund          -11.96%         N/A            N/A       -29.30%        08/31/00
AIM Mid Cap Basic Value Fund                       N/A          N/A            N/A        -1.00%        12/31/01
AIM New Technology Fund                         -43.95%         N/A            N/A       -61.90%        08/31/00
AIM Select Equity Fund                          -26.95%         N/A            N/A        22.31%        08/04/97
AIM Small Cap Equity Fund                         7.14%         N/A            N/A         1.00%        08/31/00
AIM Value Fund                                  -14.46%         N/A            N/A        23.71%        08/04/97
AIM Value II Fund                               -19.58%         N/A            N/A       -29.89%        08/31/00
AIM Worldwide Spectrum Fund                      -3.07%         N/A            N/A        -2.09%        12/29/00

L-3

AVERAGE ANNUAL TOTAL RETURN (AFTER TAXES ON DISTRIBUTIONS)

The average annual total returns (after taxes on distributions and including sales loads) for each Fund, with respect to its Class A shares, for the one, five and ten year periods (or since inception if less then ten years) ended December 31, 2001 are as follows:

                                                           PERIODS ENDED
                                                          DECEMBER 31, 2001                SINCE       INCEPTION
         CLASS A SHARES:                         1 YEAR       5 YEARS      10 YEARS     INCEPTION         DATE
         --------------                          ------       -------      --------     ---------       --------
AIM Balanced Fund                               -16.46%        4.81%         8.70%          --         03/31/78
AIM Basic Balanced Fund                            N/A          N/A            N/A          2.63%      09/28/01
AIM European Small Company Fund                 -25.88%         N/A            N/A        -24.96%      08/31/00
AIM Global Utilities Fund                       -32.90%        2.96%         5.00%          --         01/19/88
AIM International Emerging Growth Fund          -15.53%         N/A            N/A        -25.68%      08/31/00
AIM Mid Cap Basic Value Fund                       N/A          N/A            N/A           N/A       12/31/01
AIM New Technology Fund                         -46.14%         N/A            N/A        -53.21%      08/31/00
AIM Select Equity Fund                          -29.74%        6.78%         6.78%          --         12/04/67
AIM Small Cap Equity Fund                         2.96%         N/A            N/A         -2.75%      08/31/00
AIM Value Fund                                  -17.81%        6.53%        10.70%          --         05/01/84
AIM Value II Fund                               -22.69%         N/A            N/A        -26.06%      08/31/00
AIM Worldwide Spectrum Fund                      -6.89%         N/A            N/A         -6.86%      12/29/00

The average annual total returns (after taxes on distributions and including maximum applicable contingent deferred sales charge) for each Fund, with respect to its Class B shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are as follows:

                                                           PERIODS ENDED
                                                          DECEMBER 31, 2001                SINCE       INCEPTION
         CLASS B SHARES:                         1 YEAR       5 YEARS      10 YEARS     INCEPTION         DATE
         --------------                          ------       -------      --------     ---------      ---------

AIM Balanced Fund                               -17.01%        4.99%           N/A          7.43%      10/18/93
AIM Basic Balanced Fund                            N/A          N/A            N/A          2.66%      09/28/01
AIM European Small Company Fund                 -26.01%         N/A            N/A        -24.45%      08/31/00
AIM Global Utilities Fund                       -32.81%        3.28%           N/A          3.73%      09/01/93
AIM International Emerging Growth Fund          -15.52%         N/A            N/A        -25.21%      08/31/00
AIM Mid Cap Basic Value Fund                       N/A          N/A            N/A           N/A       12/31/01
AIM New Technology Fund                         -46.22%         N/A            N/A        -52.94%      08/31/00
AIM Select Equity Fund                          -29.89%        6.76%           N/A          8.03%      09/01/93
AIM Small Cap Equity Fund                         3.24%         N/A            N/A         -2.18%      08/31/00
AIM Value Fund                                  -17.95%        6.58%           N/A          9.14%      10/18/93
AIM Value II Fund                               -22.84%         N/A            N/A        -25.71%      08/31/00
AIM Worldwide Spectrum Fund                      -6.99%         N/A            N/A         -5.98%      12/29/00

L-4

The average annual total returns (after taxes on distributions and including maximum applicable contingent deferred sales charge) for each Fund, with respect to its Class C shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are as follows:

                                                           PERIODS ENDED
                                                          DECEMBER 31, 2001                SINCE        INCEPTION
         CLASS C SHARES:                         1 YEAR       5 YEARS      10 YEARS     INCEPTION         DATE
         --------------                          ------       -------      --------     ---------       ---------
AIM Balanced Fund                               -13.54%         N/A            N/A          2.25%      08/04/97
AIM Basic Balanced Fund                            N/A          N/A            N/A          6.66%      09/28/01
AIM European Small Company Fund                 -22.92%         N/A            N/A        -22.19%      08/31/00
AIM Global Utilities Fund                       -30.01%         N/A            N/A          1.62%      08/04/97
AIM International Emerging Growth Fund          -11.96%         N/A            N/A        -22.88%      08/31/00
AIM Mid Cap Basic Value Fund                       N/A          N/A            N/A           N/A       12/31/01
AIM New Technology Fund                         -43.95%         N/A            N/A        -51.48%      08/31/00
AIM Select Equity Fund                          -26.96%         N/A            N/A          3.02%      08/04/97
AIM Small Cap Equity Fund                         7.14%         N/A            N/A          0.75%      08/31/00
AIM Value Fund                                  -14.49%         N/A            N/A          2.90%      08/04/97
AIM Value II Fund                               -19.59%         N/A            N/A        -23.40%      08/31/00
AIM Worldwide Spectrum Fund                      -3.07%         N/A            N/A         -2.08%      12/29/00

AVERAGE ANNUAL TOTAL RETURNS (AFTER TAXES ON DISTRIBUTIONS AND REDEMPTIONS)

The average annual total returns (after taxes on distributions and redemption and including sales loads) for each Fund, with respect to its Class A shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are as follows:

                                                           PERIODS ENDED
                                                          DECEMBER 31, 2001                SINCE        INCEPTION
         CLASS A SHARES:                         1 YEAR       5 YEARS      10 YEARS     INCEPTION         DATE
         --------------                          ------       -------      --------     ---------       ---------

AIM Balanced Fund                                -9.47%        4.40%         7.80%            --       03/31/78
AIM Basic Balanced Fund                            N/A          N/A            N/A          1.70%      09/28/01
AIM European Small Company Fund                 -15.76%         N/A            N/A        -19.73%      08/31/00
AIM Global Utilities Fund                       -19.51%        3.54%         5.03%            --       01/19/88
AIM International Emerging Growth Fund           -9.36%         N/A            N/A        -20.30%      08/31/00
AIM Mid Cap Basic Value Fund                       N/A          N/A            N/A           N/A       12/31/01
AIM New Technology Fund                         -28.10%         N/A            N/A        -41.38%      08/31/00
AIM Select Equity Fund                          -18.09%        6.67%         6.62%            --       12/04/67
AIM Small Cap Equity Fund                         1.81%         N/A            N/A         -2.20%      08/31/00
AIM Value Fund                                  -10.81%        6.51%        10.07%            --       05/01/84
AIM Value II Fund                               -13.79%         N/A            N/A        -20.61%      08/31/00
AIM Worldwide Spectrum Fund                      -4.20%         N/A            N/A         -5.49%      12/29/00

L-5

The average annual total returns (after taxes on distributions and redemption and including maximum applicable contingent deferred sales charge) for each Fund, with respect to its Class B shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are as follows:

                                                           PERIODS ENDED
                                                          DECEMBER 31, 2001                SINCE       INCEPTION
         CLASS B SHARES:                         1 YEAR       5 YEARS      10 YEARS     INCEPTION       DATE
         --------------                          ------       -------      --------     ---------       ---------

AIM Balanced Fund                                -9.94%        4.46%           N/A          6.58%      10/18/93
AIM Basic Balanced Fund                            N/A          N/A            N/A          1.68%      09/28/01
AIM European Small Company Fund                 -15.84%         N/A            N/A        -19.34%      08/31/00
AIM Global Utilities Fund                       -19.59%        3.74%           N/A          3.84%      09/01/93
AIM International Emerging Growth Fund           -9.45%         N/A            N/A        -19.96%      08/31/00
AIM Mid Cap Basic Value Fund                       N/A          N/A            N/A           N/A       12/31/01
AIM New Technology Fund                         -28.15%         N/A            N/A        -41.18%      08/31/00
AIM Select Equity Fund                          -18.18%        6.76%           N/A          7.78%      09/01/93
AIM Small Cap Equity Fund                         1.98%         N/A            N/A         -1.74%      08/31/00
AIM Value Fund                                  -10.89%        6.62%           N/A          8.67%      10/18/93
AIM Value II Fund                               -13.90%         N/A            N/A        -20.34%      08/31/00
AIM Worldwide Spectrum Fund                      -4.26%         N/A            N/A         -4.78%      12/29/00

The average annual total returns (after taxes on distributions and redemption and including maximum applicable contingent deferred sales charge) for each Fund, with respect to its Class C shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are as follows:

                                                           PERIODS ENDED
                                                          DECEMBER 31, 2001                SINCE        INCEPTION
         CLASS C SHARES:                         1 YEAR       5 YEARS      10 YEARS     INCEPTION         DATE
         --------------                          ------       -------      --------     ---------       ---------

AIM Balanced Fund                                -7.83%         N/A            N/A          2.22%      08/04/97
AIM Basic Balanced Fund                            N/A          N/A            N/A          4.11%      09/28/01
AIM European Small Company Fund                 -13.96%         N/A            N/A        -17.57%      08/31/00
AIM Global Utilities Fund                       -17.88%         N/A            N/A          2.44%      08/04/97
AIM International Emerging Growth Fund           -7.28%         N/A            N/A        -18.14%      08/31/00
AIM Mid Cap Basic Value Fund                       N/A          N/A            N/A           N/A       12/31/01
AIM New Technology Fund                         -26.77%         N/A            N/A        -40.09%      08/31/00
AIM Select Equity Fund                          -16.40%         N/A            N/A          3.73%      08/04/97
AIM Small Cap Equity Fund                         4.35%         N/A            N/A          0.60%      08/31/00
AIM Value Fund                                   -8.78%         N/A            N/A          3.63%      08/04/97
AIM Value II Fund                               -11.93%         N/A            N/A        -18.54%      08/31/00
AIM Worldwide Spectrum Fund                      -1.87%         N/A            N/A         -1.67%      12/29/00

The yields for each of the named Funds are as follows:

                                   30 DAY YIELD AS OF
                                    DECEMBER 31, 2001
                               CLASS A     CLASS B    CLASS C
                               -------     -------    -------

AIM Balanced Fund               2.06%       1.45%       1.45%
AIM Basic Balanced Fund         0.98%       0.39%       0.39%
AIM Global Utilities Fund       1.74%       1.11%       1.11%

L-6

FINANCIAL STATEMENTS

FS


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of
AIM Balanced Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM Balanced Fund (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for each of the periods ended on or before December 31, 1999 were audited by other independent accountants whose report, dated February 14, 2000, expressed an unqualified opinion thereon.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-1


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
BONDS & NOTES-29.27%

ALTERNATIVE CARRIERS-0.35%

Intermedia Communications Inc., Series B, Sr.
  Unsec. Notes, 9.50%, 03/01/09                $ 5,475,000   $    5,844,562
---------------------------------------------------------------------------
  Sr. Unsec. Notes, 8.60%, 06/01/08              7,675,000        7,809,312
===========================================================================
                                                                 13,653,874
===========================================================================

AUTOMOBILE MANUFACTURERS-0.18%

Ford Holdings, Inc., Unsec. Gtd. Unsub. Deb.,
  9.30%, 03/01/30                                6,000,000        6,554,460
---------------------------------------------------------------------------
Ford Motor Co., Unsec. Bonds, 6.50%, 08/01/18      850,000          753,406
===========================================================================
                                                                  7,307,866
===========================================================================

BANKS-3.34%

Bank of America Corp., Sub. Notes, 9.38%,
  09/15/09                                       7,851,000        9,191,951
---------------------------------------------------------------------------
Bank United-Series A, Medium Term Notes,
  8.00%, 03/15/09                                8,890,000        9,575,330
---------------------------------------------------------------------------
BankBoston N.A., Unsec. Sub. Notes, 7.00%,
  09/15/07                                       5,750,000        6,132,375
---------------------------------------------------------------------------
Bayerische Landesbank Girozentrale, Unsec.
  Sub. Notes, 6.38%, 10/15/05                      650,000          678,307
---------------------------------------------------------------------------
BB&T Corp., RAPS Sub. Notes, 6.38%, 06/30/05     7,245,000        7,459,524
---------------------------------------------------------------------------
Dresdner Bank New York, Unsec. Sub. Deb.,
  7.25%, 09/15/15                                9,232,000        9,652,979
---------------------------------------------------------------------------
Firstar Bank N.A., Unsec. Sub. Notes, 7.13%,
  12/01/09                                       8,200,000        8,592,698
---------------------------------------------------------------------------
Midland Bank PLC (United Kingdom), Unsec.
  Putable Sub. Yankee Notes, 7.65%, 05/01/25     3,825,000        4,044,402
---------------------------------------------------------------------------
NBD Bank N.A. Michigan, Unsec. Putable Sub.
  Deb., 8.25%, 11/01/24                         16,150,000       18,612,390
---------------------------------------------------------------------------
Regions Financial Corp., Putable Sub. Notes,
  7.75%, 09/15/24                                6,300,000        6,567,120
---------------------------------------------------------------------------
Southtrust Bank, N.A., Sub. Notes, 6.13%,
  01/09/28                                       8,600,000        8,365,822
---------------------------------------------------------------------------
St. Paul Bancorp, Inc., Sr. Unsec. Unsub.
  Notes, 7.13%, 02/15/04                         5,500,000        5,736,830
---------------------------------------------------------------------------
Suntrust Bank, Sub. Notes, 6.38%, 04/01/11       5,515,000        5,563,256
---------------------------------------------------------------------------
Swiss Bank Corp.-NY, Sub. Notes, 7.38%,
  06/15/17                                       6,065,000        6,408,704
---------------------------------------------------------------------------
U.S. Bancorp, Unsec. Putable Sub. Deb.,
  7.50%, 06/01/26                               10,000,000       10,769,500
---------------------------------------------------------------------------
Wachovia Corp.,
  Unsec. Putable Sub. Deb., 6.55%, 10/15/35      9,680,000       10,106,114
---------------------------------------------------------------------------
  Unsec. Putable Sub. Deb., 7.50%, 04/15/35      3,300,000        3,521,826
---------------------------------------------------------------------------
  Unsec. Sub. Notes, 6.25%, 08/04/08               800,000          811,544
===========================================================================
                                                                131,790,672
===========================================================================

                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE

BROADCASTING & CABLE TV-3.06%

AT&T Corp.-Liberty Media Corp., Sr. Unsec.
  Notes, 7.88%, 07/15/09                       $ 8,550,000   $    8,721,598
---------------------------------------------------------------------------
Comcast Cable Communications, Unsec. Notes,
  8.88%, 05/01/17                                6,545,000        7,460,122
---------------------------------------------------------------------------
Continental Cablevision, Inc., Sr. Deb.,
  9.50%, 08/01/13                               14,000,000       15,983,660
---------------------------------------------------------------------------
Cox Enterprises, Inc., Notes, 8.00%, 02/15/07
  (Acquired 02/16/00-03/23/00; Cost
  $6,279,912)(a)                                 6,300,000        6,777,792
---------------------------------------------------------------------------
Lenfest Communications, Inc., Sr. Unsec. Sub.
  Notes, 8.25%, 02/15/08                         2,550,000        2,701,954
---------------------------------------------------------------------------
Shaw Communications Inc. (Canada), Sr. Unsec.
  Unsub. Yankee Notes, 8.25%, 04/11/10           4,095,000        4,334,025
---------------------------------------------------------------------------
TCA Cable TV, Inc., Sr. Unsec. Deb., 6.53%,
  02/01/28                                       4,350,000        4,442,133
---------------------------------------------------------------------------
TCI Communications, Inc., Sr. Unsec. Deb.,
  8.75%, 08/01/15                                2,100,000        2,335,683
---------------------------------------------------------------------------
Tele-Communications, Inc., Sr. Deb., 9.80%,
  02/01/12                                      16,650,000       19,934,379
---------------------------------------------------------------------------
Time Warner Inc., Notes,
  Notes, 8.18%, 08/15/07                         6,965,000        7,796,551
---------------------------------------------------------------------------
  Sr. Unsec. Gtd. Deb., 7.57%, 02/01/24          8,440,000        8,601,879
---------------------------------------------------------------------------
  Unsec. Deb., 8.05%, 01/15/16                  16,545,000       18,724,473
---------------------------------------------------------------------------
  Unsec. Deb., 9.15%, 02/01/23                   6,000,000        7,144,080
---------------------------------------------------------------------------
Turner Broadcasting System, Inc.-Class A, Sr.
  Notes, 8.38%, 07/01/13                         5,100,000        5,673,291
===========================================================================
                                                                120,631,620
===========================================================================

CASINOS & GAMING-0.08%

MGM Mirage Inc., Sr. Unsec. Gtd. Notes,
  8.50%, 09/15/10                                3,000,000        3,083,790
===========================================================================

COMPUTER HARDWARE-0.05%

Candescent Technologies Corp.,
  Sr. Conv. Unsec. Gtd. Sub. Deb., 8.00%,
    05/01/03 (Acquired 03/07/00-04/19/01;
    Cost $2,933,500)(a)(b)(c)                    5,275,000          448,375
---------------------------------------------------------------------------
  Sr. Conv. Unsec. Gtd. Sub. Deb., 8.00%,
    05/01/03 (Acquired 04/17/98-04/19/01;
    Cost $16,289,250)(a)(b)(c)                  19,737,000        1,677,645
===========================================================================
                                                                  2,126,020
===========================================================================

CONSUMER FINANCE-1.94%

Capital One Financial Corp., Unsec. Notes,
  7.25%, 05/01/06                               10,020,000        9,718,198
---------------------------------------------------------------------------
CitiFinancial Credit Co.,
  Putable Notes, 6.63%, 06/01/15                 3,125,000        3,180,469
---------------------------------------------------------------------------
  Unsec. Putable Notes, 7.88%, 02/01/25          5,865,000        6,376,428
---------------------------------------------------------------------------
Ford Motor Credit Co.,
  Notes, 7.88%, 06/15/10                        13,215,000       13,467,274
---------------------------------------------------------------------------
  Unsec. Notes, 6.88%, 02/01/06                  5,100,000        5,096,583
---------------------------------------------------------------------------
  Unsec. Notes, 7.38%, 10/28/09                  7,305,000        7,228,371
---------------------------------------------------------------------------

FS-2


                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
CONSUMER FINANCE-(CONTINUED)

General Motors Acceptance Corp., Bonds,
  8.00%, 11/01/31                              $11,640,000   $   11,765,130
---------------------------------------------------------------------------
  Putable Notes, 9.00%, 10/15/02                 4,175,000        4,343,461
---------------------------------------------------------------------------
  Unsec. Unsub. Notes, 7.75%, 01/19/10             750,000          777,412
---------------------------------------------------------------------------
Household Finance Corp., Unsec. Notes, 8.00%,
  07/15/10                                      13,280,000       14,409,597
===========================================================================
                                                                 76,362,923
===========================================================================

DISTILLERS & VINTNERS-0.11%

Grand Metropolitan Investment Corp, Gtd.
  Putable Bonds, 7.45%, 04/15/35                 4,000,000        4,280,600
===========================================================================

DIVERSIFIED FINANCIAL SERVICES-3.69%

AIG SunAmerica Global Financing VI, Sr. Sec.
  Notes, 6.30%, 05/10/11 (Acquired 05/24/01;
  Cost $7,151,739)(a)                            7,225,000        7,366,899
---------------------------------------------------------------------------
AIG SunAmerica Global Financing VII, Notes,
  5.85%, 08/01/08 (Acquired 08/21/01-
  08/22/01; Cost $13,141,722)(a)                13,115,000       13,267,265
---------------------------------------------------------------------------
Associates Corp. of North America, Sr. Deb.,
  6.95%, 11/01/18                               18,815,000       19,557,628
---------------------------------------------------------------------------
Auburn Hills Trust, Gtd. Deb., 12.00%,
  05/01/20                                       7,805,000       10,868,775
---------------------------------------------------------------------------
Bear Stearns Cos., Inc., Notes, 7.80%,
  08/15/07                                       4,350,000        4,676,293
---------------------------------------------------------------------------
Citigroup Inc., Unsec. Sub. Notes, 7.25%,
  10/01/10                                       1,570,000        1,675,834
---------------------------------------------------------------------------
FMR Corp., Bonds, 7.57%, 06/15/29 (Acquired
  04/10/01-09/28/01; Cost $9,029,603)(a)         8,605,000        9,297,272
---------------------------------------------------------------------------
General Electric Capital Corp., Gtd. Sub.
  Notes, 8.13%, 05/15/12                         6,425,000        7,374,101
---------------------------------------------------------------------------
Heller Financial, Inc., Unsec. Notes, 7.38%,
  11/01/09                                      23,150,000       25,362,214
---------------------------------------------------------------------------
Lehman Brothers Holdings Inc., Sr. Bonds,
  7.88%, 08/15/10                                5,955,000        6,501,967
---------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co., Unsec.
  Unsub. Bonds, 6.75%, 04/15/11                  6,950,000        7,182,964
---------------------------------------------------------------------------
National Rural Utilities Cooperative Finance
  Corp., Sr. Notes, 6.00%, 05/15/06              7,100,000        7,226,167
---------------------------------------------------------------------------
Pinnacle Partners, Sr. Notes, 8.83%, 08/15/04
  (Acquired 08/02/00; Cost $7,000,000)(a)        7,000,000        7,160,580
---------------------------------------------------------------------------
Qwest Capital Funding Inc.,
  Gtd. Unsec. Notes, 7.63%, 08/03/21             9,000,000        8,469,540
---------------------------------------------------------------------------
  Unsec. Gtd. Notes, 6.88%, 07/15/28               435,000          362,746
---------------------------------------------------------------------------
Tyco Capital Corp. (The) (Bermuda),
  Notes, 6.50%, 02/07/06                         2,160,000        2,236,205
---------------------------------------------------------------------------
  Sr. Medium Term Notes, 5.91%, 11/23/05         6,800,000        6,904,856
===========================================================================
                                                                145,491,306
===========================================================================

ELECTRIC UTILITIES-3.54%

Arizona Public Service Co., Unsec. Notes,
  6.25%, 01/15/05                                5,000,000        5,065,050
---------------------------------------------------------------------------
CE Generation LLC, Sr. Sec. Sub. Notes,
  7.42%, 12/15/18                                7,351,500        6,491,595
---------------------------------------------------------------------------

                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
ELECTRIC UTILITIES-(CONTINUED)

CILCORP, Inc., Sr. Unsec. Bonds, 9.38%,
  10/15/29                                     $ 9,000,000   $    8,899,470
---------------------------------------------------------------------------
Cleveland Electric Illuminating Co. (The),
  First Mortgage Bonds, 6.86%, 10/01/08          6,080,000        6,086,566
---------------------------------------------------------------------------
  Series D, Sec. Notes, 7.88%, 11/01/17          7,300,000        7,501,699
---------------------------------------------------------------------------
CMS Panhandle Holding Co., Sr. Notes, 6.13%,
  03/15/04                                       6,600,000        6,663,162
---------------------------------------------------------------------------
Commonwealth Edison Co.,
  Series 92, First Mortgage Bonds, 7.63%,
    04/15/13                                     4,000,000        4,223,200
---------------------------------------------------------------------------
  Series 94, First Mortgage Notes, 7.50%,
    07/01/13                                     9,300,000        9,772,998
---------------------------------------------------------------------------
Dominion Resources, Inc.-Series A, Sr. Unsec.
  Unsub. Notes, 8.13%, 06/15/10                    450,000          493,960
---------------------------------------------------------------------------
El Paso Electric Co.,
  Series D, Sec. First Mortgage Bonds, 8.90%,
    02/01/06                                    13,570,000       14,700,245
---------------------------------------------------------------------------
  Series E, Sec. First Mortgage Bonds, 9.40%,
    05/01/11                                     5,438,000        5,766,999
---------------------------------------------------------------------------
Empire District Electric Co. (The), Sr.
  Notes, 7.70%, 11/15/04                         8,550,000        9,129,262
---------------------------------------------------------------------------
Indiana Michigan Power Co.-Series C, Sr.
  Unsec. Notes, 6.13%, 12/15/06                  5,700,000        5,657,820
---------------------------------------------------------------------------
Kincaid Generation LLC, Sec. Bonds, 7.33%,
  06/15/20 (Acquired 04/30/98; Cost
  $3,346,223)(a)                                 3,337,978        3,110,495
---------------------------------------------------------------------------
Mirant Corp., Sr. Notes, 7.90%, 07/15/09
  (Acquired 02/11/00-09/28/01; Cost
  $4,071,299)(a)                                 4,105,000        3,663,713
---------------------------------------------------------------------------
Niagara Mohawk Holdings Inc., First Mortgage
  Notes, 7.75%, 05/15/06                         3,700,000        3,956,040
---------------------------------------------------------------------------
Niagara Mohawk Power Corp.-Series H, Sr.
  Unsec. Disc. Notes, 8.50%, 07/01/10(d)        11,900,000       10,891,951
---------------------------------------------------------------------------
NRG Energy, Inc., Sr. Unsec. Notes, 7.75%,
  04/01/11                                       8,450,000        8,129,576
---------------------------------------------------------------------------
Panhandle Eastern Pipe Line, Notes, 7.88%,
  08/15/04                                       1,500,000        1,565,535
---------------------------------------------------------------------------
Public Service Company of New Mexico- Series
  A, Sr. Unsec. Notes, 7.10%, 08/01/05           7,850,000        8,072,626
---------------------------------------------------------------------------
Sutton Bridge Financing Ltd. (United
  Kingdom), Gtd. Euro Bonds, 8.63%,
  06/30/22(e)               GBP                  3,000,000        4,649,059
---------------------------------------------------------------------------
Texas-New Mexico Power Co., Sr. Sec. Notes,
  6.25%, 01/15/09                                5,800,000        5,252,190
===========================================================================
                                                                139,743,211
===========================================================================

GAS UTILITIES-0.84%

National Fuel Gas Co.-Series D, Medium Term
  Notes, 6.30%, 05/27/08                         8,600,000        8,405,726
---------------------------------------------------------------------------
Northern Border Partners, L.P., Sr. Unsec.
  Gtd. Notes, 7.10%, 03/15/11                    3,500,000        3,408,720
---------------------------------------------------------------------------
Nova Gas Transmission Ltd. (Canada), Yankee
  Deb., 8.50%, 12/15/12                          5,015,000        5,607,372
---------------------------------------------------------------------------
ONEOK, Inc., Unsec. Notes, 7.75%, 08/15/06       3,100,000        3,321,340
---------------------------------------------------------------------------

FS-3


                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
GAS UTILITIES-(CONTINUED)

Tennessee Gas Pipeline Co., Unsec. Deb.,
  7.63%, 04/01/37                              $11,000,000   $   10,341,870
---------------------------------------------------------------------------
Westcoast Energy Inc. (Canada)-Series V,
  Unsec. Deb., 6.45%, 12/18/06(e)    CAD         3,000,000        1,987,114
===========================================================================
                                                                 33,072,142
===========================================================================

INDUSTRIAL CONGLOMERATES-0.03%

Vodafone Finance B.V. (Netherlands), Unsec.
  Unsub. Gtd. Euro Bonds, 4.75%,
  05/27/09(e)               EUR                  1,300,000        1,100,895
===========================================================================

INTEGRATED OIL & GAS-1.02%

El Paso CGP Co., Sr. Putable Unsec. Deb.,
  6.70%, 02/15/27                               18,900,000       18,830,637
---------------------------------------------------------------------------
Occidental Petroleum Corp., Sr. Unsec. Notes,
  7.38%, 11/15/08                                7,360,000        7,653,885
---------------------------------------------------------------------------
  7.65%, 02/15/06                                2,635,000        2,807,276
---------------------------------------------------------------------------
Petro-Canada (Canada), Yankee Deb., 9.25%,
  10/15/21                                       9,300,000       11,153,211
===========================================================================
                                                                 40,445,009
===========================================================================

INTEGRATED TELECOMMUNICATION SERVICES-0.73%

AT&T Canada Inc. (Canada),
  Sr. Disc. Yankee Notes, 9.95%, 06/15/08(d)     6,000,000        2,955,000
---------------------------------------------------------------------------
  Sr. Unsec. Sub. Yankee Notes, 7.63%,
    03/15/05                                    10,100,000        6,527,125
---------------------------------------------------------------------------
  Sr. Unsec. Unsub. Notes, 7.15%,
    09/23/04(e)             CAD                  1,200,000          491,958
---------------------------------------------------------------------------
  Sr. Unsec. Yankee Notes, 7.65%, 09/15/06       5,200,000        3,308,500
---------------------------------------------------------------------------
MCI Communications Corp., Sr. Unsec. Putable
  Deb., 7.13%, 06/15/27                          3,650,000        3,792,898
---------------------------------------------------------------------------
Olivetti International Finance N.V.-Series E
  (Netherlands), Gtd. Medium Term Euro Notes,
  6.13%, 07/30/09(e)          EUR                3,210,000        2,787,268
---------------------------------------------------------------------------
Sprint Corp., Deb., 9.00%, 10/15/19              2,200,000        2,352,570
---------------------------------------------------------------------------
Teleglobe Canada Inc. (Canada), Unsec. Deb.,
  8.35%, 06/20/03(e)          CAD                1,000,000          575,867
---------------------------------------------------------------------------
TELUS Corp. (Canada), Yankee Notes, 8.00%,
  06/01/11                                       5,385,000        5,694,691
---------------------------------------------------------------------------
WorldCom, Inc.-WorldCom Group, Notes, 8.00%,
  05/15/06                                         345,000          368,774
===========================================================================
                                                                 28,854,651
===========================================================================

LIFE & HEALTH INSURANCE-1.32%

American General Corp.,
  Sr. Notes, 6.63%, 02/15/29                     7,030,000        6,941,492
---------------------------------------------------------------------------
  Unsec. Notes, 7.50%, 07/15/25                  4,395,000        4,804,966
---------------------------------------------------------------------------
American General Finance Corp.,
  Sr. Putable Notes, 8.45%, 10/15/09            14,860,000       16,794,178
---------------------------------------------------------------------------
  Sr. Unsec. Putable Notes, 8.13%, 08/15/09      7,205,000        7,987,823
---------------------------------------------------------------------------

                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
LIFE & HEALTH INSURANCE-(CONTINUED)

Prudential Funding, LLC, Medium Term Notes,
  6.60%, 05/15/08 (Acquired 05/09/01; Cost
  $2,097,564)(a)                               $ 2,100,000   $    2,133,180
---------------------------------------------------------------------------
Sun Canada Financial Co., Gtd. Sub. Bonds,
  6.63%, 12/15/07 (Acquired 10/14/99; Cost
  $1,402,095)(a)                                 1,500,000        1,472,793
---------------------------------------------------------------------------
Torchmark Corp., Notes,
  7.38%, 08/01/13                                3,000,000        2,998,260
---------------------------------------------------------------------------
  7.88%, 05/15/23                                9,200,000        9,145,628
===========================================================================
                                                                 52,278,320
===========================================================================

MANAGED HEALTH CARE-0.26%

Wellpoint Health Networks Inc., Sr. Unsec.
  Notes, 6.38%, 06/15/06                        10,000,000       10,177,600
===========================================================================

MULTI-UTILITIES-0.76%

Dynegy-Roseton Danskamme, Gtd. Pass Through
  Ctfs., 7.67%, 11/08/16                        11,500,000        9,401,250
---------------------------------------------------------------------------
UtiliCorp United Inc., Sr. Unsec. Putable
  Notes, 6.70%, 10/15/06                         6,350,000        6,382,766
---------------------------------------------------------------------------
Williams Cos., Inc. (The), Sr. Unsec. PATS,
  6.75%, 01/15/06                                5,525,000        5,530,194
---------------------------------------------------------------------------
Williams Gas Pipeline Central Inc., Sr.
  Notes, 7.38%, 11/15/06 (Acquired 02/15/01;
  Cost $8,572,240)(a)                            8,300,000        8,562,944
===========================================================================
                                                                 29,877,154
===========================================================================

OIL & GAS-0.18%

Canadian Oil Sands Ltd., (Canada) Sr. Notes,
  7.90%, 09/01/21 (Acquired 08/17/01; Cost
  $7,162,659)(a)                                 7,175,000        7,171,484
===========================================================================

OIL & GAS DRILLING-0.29%

Global Marine Inc., Sr. Unsec. Notes, 7.13%,
  09/01/07                                      11,100,000       11,440,104
===========================================================================

OIL & GAS EQUIPMENT & SERVICES-0.71%

Dynegy Holdings Inc., Sr. Unsec. Unsub.
  Notes, 6.88%, 04/01/11                         6,160,000        5,128,200
---------------------------------------------------------------------------
Kinder Morgan Energy Partners, L.P., Sr.
  Unsec. Notes, 6.30%, 02/01/09                  8,400,000        8,230,404
---------------------------------------------------------------------------
Kinder Morgan, Inc., Unsec. Putable Deb.,
  7.35%, 08/01/26                                7,800,000        8,318,154
---------------------------------------------------------------------------
National-Oilwell, Inc., Sr. Unsec. Notes,
  6.50%, 03/15/11                                2,750,000        2,689,088
---------------------------------------------------------------------------
Smith International, Inc., Notes, 6.75%,
  02/15/11                                       3,750,000        3,649,088
===========================================================================
                                                                 28,014,934
===========================================================================

OIL & GAS EXPLORATION & PRODUCTION-1.39%

Anadarko Petroleum Corp., Unsec. Putable
  Deb., 7.73%, 09/15/26                          8,250,000        8,706,225
---------------------------------------------------------------------------
Anderson Exploration Ltd. (Canada), Unsec.
  Sub. Yankee Notes, 6.75%, 03/15/11             7,075,000        6,850,793
---------------------------------------------------------------------------
Canadian Natural Resources Ltd. (Canada),
  Unsec. Yankee Notes, 6.70%, 07/15/11           6,850,000        6,696,081
---------------------------------------------------------------------------

FS-4


                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
OIL & GAS EXPLORATION & PRODUCTION-(CONTINUED)

Devon Financing Corp., Unsec. Gtd. Deb.,
  7.88%, 09/30/31 (Acquired 09/28/01-
  11/01/01; Cost $12,389,639)(a)               $12,265,000   $   12,448,852
---------------------------------------------------------------------------
Louis Dreyfus Natural Gas Corp., Unsec.
  Notes, 6.88%, 12/01/07                         6,470,000        6,578,308
---------------------------------------------------------------------------
Nexen Inc. (Canada), Unsec. Unsub. Yankee
  Notes, 7.40%, 05/01/28                        10,400,000        9,675,016
---------------------------------------------------------------------------
Noble Affiliates Inc., Sr. Unsec. Deb.,
  7.25%, 08/01/97                                2,600,000        2,212,756
---------------------------------------------------------------------------
Talisman Energy Inc. (Canada), Unsec. Unsub.
  Yankee Deb., 7.13%, 06/01/07                   1,500,000        1,539,945
===========================================================================
                                                                 54,707,976
===========================================================================

OIL & GAS REFINING & MARKETING-0.55%

Petroleos Mexicanos (Mexico), Series P,
  Unsec. Putable Unsub. Yankee Notes, 9.50%,
  09/15/27                                      14,025,000       15,157,519
---------------------------------------------------------------------------
  Sr. Unsec. Gtd. Yankee Bonds, 9.38%,
    12/02/08                                     6,295,000        6,716,765
===========================================================================
                                                                 21,874,284
===========================================================================

PACKAGED FOODS-0.35%

ConAgra, Inc., Sr. Unsec. Putable Notes,
  7.13%, 10/01/26                               12,755,000       13,667,110
===========================================================================

PHARMACEUTICALS-0.37%

Johnson & Johnson, Unsec. Deb., 6.95%,
  09/01/29                                       5,080,000        5,414,264
---------------------------------------------------------------------------
Merck & Co., Inc., Unsec. Deb.,
  5.95%, 12/01/28                                4,255,000        4,023,017
---------------------------------------------------------------------------
  6.40%, 03/01/28                                5,080,000        5,094,783
===========================================================================
                                                                 14,532,064
===========================================================================

PROPERTY & CASUALTY INSURANCE-0.91%

Allstate Financial Global Funding, Notes,
  6.50%, 06/14/11 (Acquired 06/07/01; Cost
  $11,297,688)(a)                               11,315,000       11,476,578
---------------------------------------------------------------------------
Florida Windstorm Underwriting Association-
  Series 1999A, Sr. Sec. Notes, 7.13%,
  02/25/19 (Acquired 04/25/01-05/03/01; Cost
  $14,660,688)(a)                               14,635,000       14,970,727
---------------------------------------------------------------------------
Terra Nova Insurance (United Kingdom)
  Holding, Sr. Unsec. Gtd. Yankee Notes,
  7.00%, 05/15/08                                2,350,000        2,089,197
---------------------------------------------------------------------------
  7.20%, 08/15/07                                7,000,000        6,461,840
---------------------------------------------------------------------------
Travelers Property Casualty Corp., Sr. Unsec.
  Notes, 6.75%, 11/15/06                           700,000          732,725
===========================================================================
                                                                 35,731,067
===========================================================================

PUBLISHING & PRINTING-0.70%

News America Holdings, Inc.,
  Notes, 8.45%, 08/01/34                         3,325,000        3,582,122
---------------------------------------------------------------------------
  Sr. Gtd. Deb., 9.25%, 02/01/13                 8,250,000        9,498,555
---------------------------------------------------------------------------
  Sr. Unsec. Gtd. Putable Bonds, 7.43%,
    10/01/26                                     4,950,000        5,165,375
---------------------------------------------------------------------------
  Unsec. Deb., 7.75%, 01/20/24                   9,450,000        9,303,242
===========================================================================
                                                                 27,549,294
===========================================================================

                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE

RAILROADS-0.56%

Consolidated Rail Corp., Deb., 9.75%,
  06/15/20                                     $ 9,300,000   $   11,508,006
---------------------------------------------------------------------------
Norfolk Southern Corp., Notes, 7.05%,
  05/01/37                                      10,000,000       10,582,300
===========================================================================
                                                                 22,090,306
===========================================================================

REAL ESTATE INVESTMENT TRUSTS-0.38%

ERP Operating L.P., Unsec. Notes, 7.13%,
  10/15/17                                       3,250,000        3,047,590
---------------------------------------------------------------------------
Spieker Properties LP, Unsec. Deb., 7.50%,
  10/01/27                                       7,800,000        7,489,950
---------------------------------------------------------------------------
Spieker Properties, Inc., Unsec. Unsub. Deb.,
  7.35%, 12/01/17                                4,600,000        4,439,644
===========================================================================
                                                                 14,977,184
===========================================================================

REINSURANCE-0.43%

GE Global Insurance Holdings Corp., Unsec.
  Notes, 7.75%, 06/15/30                        15,225,000       17,112,291
===========================================================================

SOVEREIGN DEBT-0.52%

British Columbia (Province of) (Canada),
  Unsec. Unsub. Yankee Notes, 5.38%, 10/29/08    2,750,000        2,740,045
---------------------------------------------------------------------------
Hydro-Quebec-Series B (Canada), Gtd. Medium
  Term Yankee Notes, 8.62%, 12/15/11             5,000,000        5,948,350
---------------------------------------------------------------------------
Manitoba (Province of) (Canada)- Series EM,
  Unsec. Unsub. Yankee Notes, 7.50%, 02/22/10      700,000          790,653
---------------------------------------------------------------------------
Ontario (Province of) (Canada), Sr. Unsec.
  Unsub. Notes, 5.50%, 10/01/08                  5,800,000        5,822,910
---------------------------------------------------------------------------
Quebec (Province of) (Canada), Yankee Deb.,
  7.50%, 07/15/23                                4,810,000        5,323,997
===========================================================================
                                                                 20,625,955
===========================================================================

TELECOMMUNICATIONS EQUIPMENT-0.59%

Nortel Networks Corp. (Canada), Sr. Conv.
  Unsec. Gtd. Yankee Notes, 4.25%, 09/01/08
  (Acquired 08/09/01-08/15/01; Cost
  $24,152,979)(a)                               24,000,000       23,220,000
===========================================================================

WIRELESS TELECOMMUNICATION SERVICES-0.04%

Bell Mobility Cellular Inc. (Canada), Unsec.
  Deb., 6.55%, 06/02/08(e)          CAN          2,500,000        1,615,827
===========================================================================
    Bonds & Notes (Cost $1,170,346,448)                       1,154,607,533
===========================================================================

                                                 SHARES
STOCKS & OTHER EQUITY INTERESTS-56.24%

ADVERTISING-2.55%

Interpublic Group of Cos., Inc. (The)              810,000       23,927,400
---------------------------------------------------------------------------
Lamar Advertising Co.(f)                           908,000       38,444,720
---------------------------------------------------------------------------
Omnicom Group Inc.                                 426,000       38,063,100
===========================================================================
                                                                100,435,220
===========================================================================

AEROSPACE & DEFENSE-0.62%

United Technologies Corp.                          379,600       24,533,548
===========================================================================

FS-5


                                                                 MARKET
                                                 SHARES          VALUE

BANKS-1.74%

Bank of New York Co., Inc. (The)                   603,000   $   24,602,400
---------------------------------------------------------------------------
Mellon Financial Corp.                             397,300       14,946,426
---------------------------------------------------------------------------
PNC Financial Services Group                       516,700       29,038,540
===========================================================================
                                                                 68,587,366
===========================================================================

BIOTECHNOLOGY-1.00%

Genzyme Corp.(f)                                   660,700       39,549,502
===========================================================================

BROADCASTING & CABLE TV-1.84%

Clear Channel Communications, Inc.(f)              450,000       22,909,500
---------------------------------------------------------------------------
Hispanic Broadcasting Corp.(f)                     615,800       15,702,900
---------------------------------------------------------------------------
Univision Communications Inc.-Class A(f)           842,600       34,091,596
===========================================================================
                                                                 72,703,996
===========================================================================

COMPUTER STORAGE & PERIPHERALS-0.28%

EMC Corp.(f)                                       827,000       11,114,880
===========================================================================

CONSTRUCTION & ENGINEERING-0.47%

Quanta Services, Inc.(f)                         1,210,000       18,670,300
===========================================================================

DATA PROCESSING SERVICES-1.03%

Concord EFS, Inc.(f)                               626,400       20,533,392
---------------------------------------------------------------------------
DST Systems, Inc.(f)                               402,000       20,039,700
===========================================================================
                                                                 40,573,092
===========================================================================

DIVERSIFIED FINANCIAL SERVICES-6.38%

American Express Co.                               306,000       10,921,140
---------------------------------------------------------------------------
Citigroup Inc.                                   1,421,433       71,753,938
---------------------------------------------------------------------------
Fannie Mae                                         251,800       20,018,100
---------------------------------------------------------------------------
Freddie Mac                                        325,900       21,313,860
---------------------------------------------------------------------------
Goldman Sachs Group, Inc. (The)                    229,600       21,295,400
---------------------------------------------------------------------------
J.P. Morgan Chase & Co.                            430,300       15,641,405
---------------------------------------------------------------------------
Merrill Lynch & Co., Inc.                          653,000       34,034,360
---------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co.                   445,600       24,926,864
---------------------------------------------------------------------------
State Street Corp.                                 297,900       15,565,275
---------------------------------------------------------------------------
Waddell & Reed Financial, Inc.-Class A             499,000       16,067,800
===========================================================================
                                                                251,538,142
===========================================================================

ELECTRIC UTILITIES-1.10%

AES Corp. (The)(f)                                 541,000        8,845,350
---------------------------------------------------------------------------
Calpine Corp.(f)                                   896,000       15,043,840
---------------------------------------------------------------------------
Duke Energy Corp.                                  358,000       14,055,080
---------------------------------------------------------------------------
Mirant Corp.(f)                                    331,390        5,308,868
===========================================================================
                                                                 43,253,138
===========================================================================

ELECTRONIC EQUIPMENT & INSTRUMENTS-0.43%

Sanmina-SCI Corp.(f)                               852,700       16,968,730
===========================================================================

FOOD RETAIL-0.51%

Safeway Inc.(f)                                    477,500       19,935,625
===========================================================================

GAS UTILITIES-0.35%

El Paso Corp.                                      314,000       14,007,540
===========================================================================

                                                                 MARKET
                                                 SHARES          VALUE

GENERAL MERCHANDISE STORES-2.49%

BJ's Wholesale Club, Inc.(f)                       415,600   $   18,327,960
---------------------------------------------------------------------------
Target Corp.                                     1,011,300       41,513,865
---------------------------------------------------------------------------
Wal-Mart Stores, Inc.                              669,000       38,500,950
===========================================================================
                                                                 98,342,775
===========================================================================

HEALTH CARE DISTRIBUTORS & SERVICES-0.52%

Cardinal Health, Inc.                              319,500       20,658,870
===========================================================================

HEALTH CARE EQUIPMENT-0.83%

Baxter International Inc.                          610,800       32,757,204
===========================================================================

HEALTH CARE FACILITIES-1.13%

HCA Inc.                                           576,000       22,199,040
---------------------------------------------------------------------------
Tenet Healthcare Corp.(f)                          381,000       22,372,320
===========================================================================
                                                                 44,571,360
===========================================================================

HOME IMPROVEMENT RETAIL-1.56%

Home Depot, Inc. (The)                             728,300       37,150,583
---------------------------------------------------------------------------
Lowe's Cos., Inc.                                  527,300       24,471,993
===========================================================================
                                                                 61,622,576
===========================================================================

HOTELS-0.00%

Wyndham International, Inc. Voting Trust
  (Acquired 08/27/99-12/04/01; Cost
  $275,189)(a)(c)                                    3,167          103,233
===========================================================================

INDUSTRIAL CONGLOMERATES-3.01%

General Electric Co.                             1,820,800       72,977,664
---------------------------------------------------------------------------
Tyco International Ltd. (Bermuda)                  775,700       45,688,730
===========================================================================
                                                                118,666,394
===========================================================================

INSURANCE BROKERS-0.84%

Marsh & McLennan Cos., Inc.                        307,800       33,073,110
===========================================================================

INTEGRATED OIL & GAS-1.67%

ChevronTexaco Corp.                                282,400       25,305,864
---------------------------------------------------------------------------
Exxon Mobil Corp.                                  687,900       27,034,470
---------------------------------------------------------------------------
TotalFinaElf S.A. (France)                          93,700       13,402,539
===========================================================================
                                                                 65,742,873
===========================================================================

INTEGRATED TELECOMMUNICATION SERVICES-3.28%

BellSouth Corp.                                    737,300       28,127,995
---------------------------------------------------------------------------
Cypress Communications, Inc. Voting Trust
  (Acquired 01/05/00; Cost $45,180)(a)(c)(f)         1,070            1,284
---------------------------------------------------------------------------
Qwest Communications International Inc.            725,040       10,244,815
---------------------------------------------------------------------------
SBC Communications Inc.                            850,700       33,321,919
---------------------------------------------------------------------------
Telecom Italia S.p.A. (Italy)                    2,642,300       14,137,626
---------------------------------------------------------------------------
Telefonica, S.A. (Spain)(f)                      1,296,993       17,383,600
---------------------------------------------------------------------------
Verizon Communications Inc.                        552,900       26,240,634
===========================================================================
                                                                129,457,873
===========================================================================

INTERNET SOFTWARE & SERVICES-0.89%

Check Point Software Technologies Ltd.
  (Israel)(f)                                      621,000       24,771,690
---------------------------------------------------------------------------

FS-6


                                                                 MARKET
                                                 SHARES          VALUE
INTERNET SOFTWARE & SERVICES-(CONTINUED)

VeriSign, Inc.(f)                                  272,500   $   10,365,900
===========================================================================
                                                                 35,137,590
===========================================================================

IT CONSULTING & SERVICES-0.66%

SunGard Data Systems Inc.(f)                       896,100       25,924,173
===========================================================================

LIFE & HEALTH INSURANCE-0.97%

AFLAC, Inc.                                        531,500       13,053,640
---------------------------------------------------------------------------
Prudential Financial, Inc.(f)                      270,900        8,991,171
---------------------------------------------------------------------------
Sun Life Financial Services of Canada
  (Canada)                                         756,800       16,143,101
===========================================================================
                                                                 38,187,912
===========================================================================

MANAGED HEALTH CARE-0.32%

Anthem, Inc.(f)                                    253,300       12,538,350
===========================================================================

MOVIES & ENTERTAINMENT-1.40%

AOL Time Warner Inc.(f)                            647,300       20,778,330
---------------------------------------------------------------------------
Viacom Inc.-Class B(f)                             783,659       34,598,545
===========================================================================
                                                                 55,376,875
===========================================================================

MULTI-LINE INSURANCE-1.82%

American International Group, Inc.                 554,960       44,063,824
---------------------------------------------------------------------------
Hartford Financial Services Group, Inc. (The)      439,000       27,582,370
===========================================================================
                                                                 71,646,194
===========================================================================

MULTI-UTILITIES-0.58%

Dynegy Inc.-Class A                                321,000        8,185,500
---------------------------------------------------------------------------
Williams Cos., Inc. (The)                          575,000       14,674,000
===========================================================================
                                                                 22,859,500
===========================================================================

NETWORKING EQUIPMENT-0.77%

Cisco Systems, Inc.(f)                           1,671,200       30,265,432
===========================================================================

OIL & GAS EXPLORATION & PRODUCTION-1.45%

Anadarko Petroleum Corp.                           189,000       10,744,650
---------------------------------------------------------------------------
Apache Corp.                                       235,400       11,741,752
---------------------------------------------------------------------------
EOG Resources, Inc.                                299,600       11,717,356
---------------------------------------------------------------------------
Kerr-McGee Corp.                                   156,700        8,587,160
---------------------------------------------------------------------------
Kerr-McGee Corp.-$1.83 Pfd. DECS                   390,000       14,478,750
===========================================================================
                                                                 57,269,668
===========================================================================

PACKAGED FOODS-0.41%

Kraft Foods, Inc.-Class A                          480,700       16,358,221
===========================================================================

PHARMACEUTICALS-6.27%

Abbott Laboratories                                564,000       31,443,000
---------------------------------------------------------------------------
Allergan, Inc.                                     324,000       24,316,200
---------------------------------------------------------------------------
American Home Products Corp.                       306,600       18,812,976
---------------------------------------------------------------------------

                                                                 MARKET
                                                 SHARES          VALUE
PHARMACEUTICALS-(CONTINUED)

Bristol-Myers Squibb Co.                           377,000   $   19,227,000
---------------------------------------------------------------------------
Johnson & Johnson                                  598,200       35,353,620
---------------------------------------------------------------------------
Medicis Pharmaceutical Corp.-Class A(f)            314,800       20,332,932
---------------------------------------------------------------------------
Merck & Co., Inc.                                  409,800       24,096,240
---------------------------------------------------------------------------
Pfizer Inc.                                      1,057,100       42,125,435
---------------------------------------------------------------------------
Pharmacia Corp.                                    745,900       31,812,635
===========================================================================
                                                                247,520,038
===========================================================================

PROPERTY & CASUALTY INSURANCE-0.50%

MGIC Investment Corp.                              322,000       19,873,840
===========================================================================

SEMICONDUCTOR EQUIPMENT-0.27%

Applied Materials, Inc.(f)                         270,000       10,827,000
===========================================================================

SEMICONDUCTORS-2.23%

Analog Devices, Inc.(f)                            688,300       30,553,637
---------------------------------------------------------------------------
Intel Corp.                                      1,146,700       36,063,715
---------------------------------------------------------------------------
Texas Instruments Inc.                             760,700       21,299,600
===========================================================================
                                                                 87,916,952
===========================================================================

SPECIALTY STORES-0.89%

Bed Bath & Beyond Inc.(f)                        1,032,500       35,001,750
===========================================================================

SYSTEMS SOFTWARE-1.56%

Microsoft Corp.(f)                                 605,900       40,152,993
---------------------------------------------------------------------------
Oracle Corp.(f)                                  1,536,800       21,223,208
===========================================================================
                                                                 61,376,201
===========================================================================

TELECOMMUNICATIONS EQUIPMENT-0.98%

Comverse Technology, Inc.(f)                       614,000       13,735,180
---------------------------------------------------------------------------
JDS Uniphase Corp.(f)                              664,520        5,801,260
---------------------------------------------------------------------------
Nokia Oyj-ADR (Finland)                            775,000       19,010,750
===========================================================================
                                                                 38,547,190
===========================================================================

WIRELESS TELECOMMUNICATION SERVICES-0.64%

NTT DoCoMo, Inc. (Japan) (Acquired
  06/14/00-12/01/00; Cost $23,665,238)(a)              844        9,871,345
---------------------------------------------------------------------------
Vodafone Group PLC (United Kingdom)              5,907,285       15,460,310
===========================================================================
                                                                 25,331,655
===========================================================================
    Total Stocks & Other Equity Interests
      (Cost $2,055,551,650)                                   2,218,825,888
===========================================================================

                                                PRINCIPAL
                                                 AMOUNT
U.S. TREASURY SECURITIES-3.92%

U.S. TREASURY NOTES-3.19%

  6.75%, 05/15/05                              $24,900,000       27,088,959
---------------------------------------------------------------------------

FS-7


                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
U.S. TREASURY NOTES-(CONTINUED)

  6.50%, 08/15/05 to 10/15/06(g)               $27,700,000   $   30,127,160
---------------------------------------------------------------------------
  6.88%, 05/15/06                                2,700,000        2,976,264
---------------------------------------------------------------------------
  6.13%, 08/15/07(g)                             6,150,000        6,618,261
---------------------------------------------------------------------------
  5.75%, 08/15/10                               39,375,000       41,352,412
---------------------------------------------------------------------------
  5.00%, 08/15/11                               17,455,000       17,414,679
===========================================================================
                                                                125,577,735
===========================================================================
U.S. TREASURY BONDS-0.68%

  6.13%, 11/15/27 to 08/15/29                   25,425,000       26,943,296
===========================================================================
U.S. TREASURY STRIPS-0.05%

  5.81%, 05/15/20(h)                             5,900,000        1,981,751
===========================================================================
    Total U.S. Treasury Securities (Cost
      $151,041,811)                                             154,502,782
===========================================================================

U.S. GOVERNMENT AGENCY SECURITIES-5.06%

FEDERAL HOME LOAN BANK-0.04%

Unsec. Bonds,
  5.13%, 03/06/06                                1,670,000        1,698,473
===========================================================================

FEDERAL HOME LOAN MORTGAGE CORP.
  (FHLMC)-1.59%

Jr. Unsec. Sub. Notes,
  5.88%, 03/21/11                                9,000,000        8,922,240
---------------------------------------------------------------------------
Pass Through Ctfs.,
  6.50%, 08/01/03 to 05/01/29                       29,234           29,616
---------------------------------------------------------------------------
  6.00%, 06/01/29                                  459,132          452,819
---------------------------------------------------------------------------
  7.00%, 07/01/29 to 09/01/31                   17,226,585       17,566,363
---------------------------------------------------------------------------
Pass Through Ctfs.-TBA,
  6.00%, 02/01/31(i)                             7,550,000        7,566,516
---------------------------------------------------------------------------
  6.50%, 02/01/32(i)                             3,290,000        3,297,197
---------------------------------------------------------------------------
Unsec. Notes,
  6.88%, 01/15/05                                1,910,000        2,059,572
---------------------------------------------------------------------------
  5.50%, 09/15/11                                9,410,000        9,231,492
---------------------------------------------------------------------------
Unsec. Sub. Notes,
  6.38%, 08/01/11                               13,605,000       13,542,825
===========================================================================
                                                                 62,668,640
===========================================================================

FEDERAL NATIONAL MORTGAGE ASSOCIATION
  (FNMA)-2.79%

FNMA Grantor Trust-Series 2000-T7, Class A1,
  Pass Through Ctfs.,
  7.50%, 02/25/41                                1,824,714        1,893,450
---------------------------------------------------------------------------
Pass Through Ctfs.,
  8.50%, 03/01/10 to 02/01/28                   10,842,972       11,685,217
---------------------------------------------------------------------------
  6.50%, 04/01/14 to 07/01/16                   14,797,246       15,107,941
---------------------------------------------------------------------------
  7.50%, 02/01/16 to 07/01/31                   10,503,748       10,866,394
---------------------------------------------------------------------------
  7.00%, 07/01/16 to 12/01/31                    4,733,651        4,880,064
---------------------------------------------------------------------------
  6.50%, 10/01/16                                2,361,388        2,409,707
---------------------------------------------------------------------------
  8.00%, 12/01/23                                7,931,323        8,414,579
---------------------------------------------------------------------------
  6.00%, 05/01/31                               12,423,636       12,163,485
---------------------------------------------------------------------------
Pass Through Ctfs.-TBA,
  6.50%, 02/01/32(i)                            14,860,000       14,878,575
---------------------------------------------------------------------------

                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA)-(CONTINUED)

Unsec. Notes,
  5.13%, 02/13/04                              $ 1,915,000   $    1,971,110
---------------------------------------------------------------------------
  7.00%, 07/15/05                                2,310,000        2,510,693
---------------------------------------------------------------------------
  6.38%, 06/15/09                                7,040,000        7,418,963
---------------------------------------------------------------------------
Unsec. Notes,
  6.00%, 05/15/11                                2,569,000        2,612,622
---------------------------------------------------------------------------
Unsec. Sub. Notes,
  5.50%, 05/02/06                               12,800,000       13,120,000
===========================================================================
                                                                109,932,800
===========================================================================

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
  (GNMA)-0.64%

Pass Through Ctfs.,
  6.50%, 10/15/08 to 07/15/31                   10,864,207       10,929,456
---------------------------------------------------------------------------
  7.00%, 10/15/08 to 02/15/31                    7,644,013        7,831,348
---------------------------------------------------------------------------
  6.00%, 11/15/08                                  531,546          545,499
---------------------------------------------------------------------------
  8.00%, 11/15/30 to 01/20/31                      910,481          951,147
---------------------------------------------------------------------------
  7.50%, 12/20/30 to 01/15/31                    5,021,990        5,193,808
===========================================================================
                                                                 25,451,258
===========================================================================
    Total U.S. Government Agency Securities
      (Cost $198,038,769)                                       199,751,171
===========================================================================

ASSET-BACKED SECURITIES-1.99%

AIRLINES-0.60%

American Airlines, Inc.-Class A2, Series
  2001-01, Pass Through Ctfs., 6.82%,
  05/23/11 (Acquired 06/28/01; Cost
  $5,806,974)(a)                                 5,713,501        5,319,326
---------------------------------------------------------------------------
American Airlines, Inc.-Series 87-A,
  Equipment Trust Ctfs., 9.90%, 01/15/11         2,955,000        2,916,792
---------------------------------------------------------------------------
Northwest Airlines Inc.-Series 971B, Pass
  Through Ctfs., 7.25%, 01/02/12                 3,964,736        3,294,438
---------------------------------------------------------------------------
United Air Lines, Inc.-Series 002-Class A2,
  Sec. Pass Through Ctfs., 7.19%, 04/01/11      11,090,000        9,276,674
---------------------------------------------------------------------------
United Air Lines, Inc.-Series 95A2, Pass
  Through Ctfs., 9.56%, 10/19/18                 3,750,000        2,923,988
===========================================================================
                                                                 23,731,218
===========================================================================

AUTOMOBILE MANUFACTURERS-0.11%

DaimlerChrysler N.A. Holding Corp., Gtd. Rocs
  Series CHR-1998-1, Collateral Trust,
  6.50%, 08/01/18                                4,537,216        4,272,492
===========================================================================

BANKS-0.27%

Premium Asset Trust-Series 2001-6, Sec.
  Notes, 5.25%, 07/19/04 (Acquired 07/11/01;
  Cost $10,546,061)(a)                          10,560,000       10,764,494
===========================================================================

DIVERSIFIED FINANCIAL SERVICES-0.53%

Citicorp Lease-Class A2, Series 1999-1, Pass
  Through Ctfs., 8.04%, 12/15/19 (Acquired
  06/01/00-01/25/01; Cost $19,745,712)(a)       19,600,000       21,072,352
===========================================================================

ELECTRIC UTILITIES-0.48%

Beaver Valley II Funding Corp., SLOBS, Deb.,
  9.00%, 06/01/17                               12,500,000       13,850,875
---------------------------------------------------------------------------

FS-8


                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
ELECTRIC UTILITIES-(CONTINUED)

Indiana Michigan Power Co.-Series F, SLOBS,
  9.82%, 12/07/22                              $ 4,468,421   $    4,885,102
===========================================================================
                                                                 18,735,977
===========================================================================
    Total Asset-Backed Securities (Cost
      $81,071,384)                                               78,576,533
===========================================================================

                                                                 MARKET
                                                 SHARES          VALUE
MONEY MARKET FUNDS-4.46%

STIC Liquid Assets Portfolio(j)                 87,922,818   $   87,922,818
---------------------------------------------------------------------------

                                                                 MARKET
                                                 SHARES          VALUE
STIC Prime Portfolio(j)                         87,922,818   $   87,922,818
===========================================================================
    Total Money Market Funds (Cost
      $175,845,636)                                             175,845,636
===========================================================================
TOTAL INVESTMENTS-100.94% (Cost
  $3,831,895,698)                                             3,982,109,543
===========================================================================
OTHER ASSETS LESS LIABILITIES-(0.94%)                           (37,010,204)
===========================================================================
NET ASSETS-100.00%                                           $3,945,099,339
___________________________________________________________________________
===========================================================================

Investment Abbreviations:

ADR     - American Depositary Receipt
CAD     - Canadian Dollars
Conv.   - Convertible
Ctfs.   - Certificates
Deb.    - Debentures
DECS    - Dividend Enhanced Convertible Stock
Disc.   - Discounted
EUR     - Euro
GBP     - British Pound Sterling
Gtd.    - Guaranteed
PATS    - Putable Asset Term Securities
Pfd.    - Preferred
RAPS    - Redeemable and Putable Securities
Sec.    - Secured
SLOBS   - Secured Lease Obligation Securities
Sr.     - Senior
STRIPS  - Separately Traded Registered Interest and Principal Security
Sub.    - Subordinated
TBA     - To Be Announced
Unsec.  - Unsecured
Unsub.  - Unsubordinated

Notes to Schedule of Investments:

(a) Restricted security. May be resold to qualified institutional buyers in accordance with the provisions of Rule 144A under the Securities Act of 1933, as amended. The aggregate market value of these securities at 12/31/01 was $181,358,628, which represented 4.60% of the Fund's net assets.
(b) Defaulted security. Currently, the issuer is in default with respect to interest payments.
(c) Security fair valued in accordance with the procedures established by the Board of Trustees.
(d) Discounted bond at issue. The interest rate represents the coupon rate at which the bond will accrue at a specified future date.
(e) Foreign denominated security. Par value is denominated in currency indicated.
(f) Non-income producing security.
(g) A portion of the principal balance was pledged as collateral to cover margin requirements for open futures contracts. See Note 11.
(h) STRIPS are traded on a discount basis. In such cases, the interest rate shown represents the rate of discount paid or received at the time of purchase by the Fund.
(i) Security purchased on forward commitment basis. These securities are subject to dollar roll transactions. See Note 1 Section B.
(j) The money market fund and the Fund are affiliated by having the same investment advisor.

See Notes to Financial Statements.

FS-9


STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost
  $3,831,895,698)*                             $3,982,109,543
-------------------------------------------------------------
Foreign currencies, at value (cost $102,344)          109,040
-------------------------------------------------------------
Receivables for:
  Investments sold                                  3,114,675
-------------------------------------------------------------
  Fund shares sold                                  5,815,017
-------------------------------------------------------------
  Dividends and interest                           29,025,782
-------------------------------------------------------------
  Principal paydowns                                    1,995
-------------------------------------------------------------
Investment for deferred compensation plan             115,083
-------------------------------------------------------------
Collateral for securities loaned                  381,254,853
-------------------------------------------------------------
Other assets                                           68,678
=============================================================
    Total assets                                4,401,614,666
=============================================================

LIABILITIES:

Payables for:
  Investments purchased                            25,459,428
-------------------------------------------------------------
  Fund shares reacquired                           39,209,359
-------------------------------------------------------------
  Amount due custodian                              3,231,814
-------------------------------------------------------------
  Deferred compensation plan                          115,082
-------------------------------------------------------------
  Collateral upon return of securities loaned     381,254,853
-------------------------------------------------------------
  Variation margin                                  1,487,225
-------------------------------------------------------------
Accrued distribution fees                           3,840,731
-------------------------------------------------------------
Accrued trustees' fees                                  2,190
-------------------------------------------------------------
Accrued transfer agent fees                         1,473,994
-------------------------------------------------------------
Accrued operating expenses                            440,651
=============================================================
    Total liabilities                             456,515,327
=============================================================
Net assets applicable to shares outstanding    $3,945,099,339
_____________________________________________________________
=============================================================

NET ASSETS:

Class A                                        $2,284,776,256
_____________________________________________________________
=============================================================
Class B                                        $1,176,678,875
_____________________________________________________________
=============================================================
Class C                                        $  483,644,208
_____________________________________________________________
=============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER
  SHARE:

Class A                                            88,090,151
_____________________________________________________________
=============================================================
Class B                                            45,470,732
_____________________________________________________________
=============================================================
Class C                                            18,662,292
_____________________________________________________________
=============================================================
Class A:
  Net asset value per share                    $        25.94
-------------------------------------------------------------
  Offering price per share:
    (Net asset value of $25.94 divided by
      95.25%)                                  $        27.23
_____________________________________________________________
=============================================================
Class B:
  Net asset value and offering price per
    share                                      $        25.88
_____________________________________________________________
=============================================================
Class C:
  Net asset value and offering price per
    share                                      $        25.92
_____________________________________________________________
=============================================================

* At December 31, 2001, securities with an aggregate market value of $369,006,749 were on loan to brokers.

STATEMENT OF OPERATIONS
For the year ended December 31, 2001

INVESTMENT INCOME:

Interest                                       $ 115,900,232
------------------------------------------------------------
Dividends (net of foreign withholding tax of
  $174,279)                                       18,723,340
------------------------------------------------------------
Dividends from affiliated money market funds      12,083,546
------------------------------------------------------------
Security lending income                            1,456,640
============================================================
    Total investment income                      148,163,758
============================================================

EXPENSES:

Advisory fees                                     20,891,477
------------------------------------------------------------
Administrative services fees                         316,318
------------------------------------------------------------
Custodian fees                                       377,960
------------------------------------------------------------
Distribution fees -- Class A                       6,103,678
------------------------------------------------------------
Distribution fees -- Class B                      12,597,477
------------------------------------------------------------
Distribution fees -- Class C                       4,020,765
------------------------------------------------------------
Transfer agent fees -- Class A                     5,209,102
------------------------------------------------------------
Transfer agent fees -- Class B                     2,609,327
------------------------------------------------------------
Transfer agent fees -- Class C                       832,825
------------------------------------------------------------
Trustees' fees                                        25,717
------------------------------------------------------------
Other                                                975,214
============================================================
    Total expenses                                53,959,860
============================================================
Less: Fees waived                                    (19,008)
------------------------------------------------------------
    Expenses paid indirectly                         (60,431)
============================================================
    Net expenses                                  53,880,421
============================================================
Net investment income                             94,283,337
============================================================

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCIES,
  FOREIGN CURRENCY CONTRACTS, FUTURES
  CONTRACTS AND OPTION CONTRACTS:

Net realized gain (loss) from:
  Investment securities                         (196,882,994)
------------------------------------------------------------
  Foreign currencies                                 278,005
------------------------------------------------------------
  Foreign currency contracts                          40,485
------------------------------------------------------------
  Futures contracts                              (95,970,910)
------------------------------------------------------------
  Option contracts written                         2,476,744
============================================================
                                                (290,058,670)
============================================================
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                         (330,187,275)
------------------------------------------------------------
  Foreign currencies                                 (29,233)
------------------------------------------------------------
  Foreign currency contracts                         217,630
------------------------------------------------------------
  Futures contracts                               10,088,027
============================================================
                                                (319,910,851)
============================================================
Net gain (loss) from investment securities,
  foreign currencies, foreign currency
  contracts, futures contracts and option
  contracts                                     (609,969,521)
============================================================
Net increase (decrease) in net assets
  resulting from operations                    $(515,686,184)
____________________________________________________________
============================================================

See Notes to Financial Statements.

FS-10


STATEMENT OF CHANGES IN NET ASSETS
For the years ended December 31, 2001 and 2000

                                                                   2001              2000
                                                              --------------    --------------
OPERATIONS:

  Net investment income                                       $   94,283,337    $   93,697,007
----------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities,
    foreign currencies, foreign currency contracts, futures
    contracts and option contracts                              (290,058,670)        8,037,010
----------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities, foreign currencies, foreign
    currency contracts and futures contracts                    (319,910,851)     (315,446,121)
==============================================================================================
    Net increase (decrease) in net assets resulting from
      operations                                                (515,686,184)     (213,712,104)
==============================================================================================
Distributions to shareholders from net investment income:
  Class A                                                        (65,286,370)      (54,663,293)
----------------------------------------------------------------------------------------------
  Class B                                                        (24,128,931)      (22,292,342)
----------------------------------------------------------------------------------------------
  Class C                                                         (8,269,309)       (5,320,796)
----------------------------------------------------------------------------------------------
Distributions to shareholders from net realized gains:
  Class A                                                                 --       (39,511,188)
----------------------------------------------------------------------------------------------
  Class B                                                                 --       (21,396,291)
----------------------------------------------------------------------------------------------
  Class C                                                                 --        (5,732,223)
----------------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                        149,008,588       922,806,014
----------------------------------------------------------------------------------------------
  Class B                                                         11,560,034       291,069,331
----------------------------------------------------------------------------------------------
  Class C                                                        165,927,647       196,576,584
==============================================================================================
    Net increase (decrease) in net assets                       (286,874,525)    1,047,823,692
==============================================================================================

NET ASSETS:

  Beginning of year                                            4,231,973,864     3,184,150,172
==============================================================================================
  End of year                                                 $3,945,099,339    $4,231,973,864
______________________________________________________________________________________________
==============================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $4,131,589,736    $3,809,280,125
----------------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                      (3,258,853)        1,041,061
----------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities, foreign currencies, foreign currency
    contracts, futures contracts and option contracts           (333,416,566)      (36,532,402)
----------------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities, foreign
    currencies, foreign currency contracts and futures
    contracts                                                    150,185,022       458,185,080
==============================================================================================
                                                              $3,945,099,339    $4,231,973,864
______________________________________________________________________________________________
==============================================================================================

See Notes to Financial Statements.

FS-11


NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Balanced Fund (the "Fund") is a series portfolio of AIM Funds Group (the "Trust"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is to achieve as high a total return as possible, consistent with preservation of capital.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. 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 New York Stock Exchange ("NYSE").

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Premiums and discounts are amortized and/or accreted for financial reporting purposes.

On December 31, 2001, undistributed net investment income (loss) was increased by $2,709,385, undistributed net realized gains (losses) decreased by $6,825,494 and paid in capital increased by $4,116,109 as a result of foreign currency gain/loss reclassifications, bond premium catchup reclassifications and other reclassifications. Net assets of the Fund were unaffected by the reclassifications discussed above.

The Fund may engage in dollar roll transactions with respect to mortgage backed securities issued by GNMA, FNMA and FHLMC. In a dollar roll transaction, the Fund sells a mortgage backed security held in the Fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to repurchase a substantially similar security (same type, coupon and maturity) from the institution at a later date at an agreed upon price. The mortgage backed securities that are repurchased will bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories. During the period between the sale and repurchase, the Fund will not be entitled to receive interest and principal payments on securities sold. Proceeds of

FS-12


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 the Fund exceeding the yield on the security sold.

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 in 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.

C. Distributions -- Distributions from income are declared and paid quarterly and are recorded on ex-dividend date. Distributions from net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

The Fund had a capital loss carryforward of $294,839,562 which expires December 31, 2009. As of December 31, 2001 the Fund has a post-October capital loss deferral of $33,763,389 which will be recognized in the following tax year.

E. Foreign Currency Translations -- Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

F. Foreign Currency Contracts -- A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund may enter into a foreign currency contract to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. The Fund may also enter into a foreign currency contract for the purchase or sale of a security denominated in a foreign currency in order to "lock in" the U.S. dollar price of that security. The Fund could be exposed to risk if counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably.

G. Futures Contracts -- The Fund may purchase or sell futures contracts as a hedge against changes in market conditions. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities as collateral for the account of the broker (the Fund's agent in acquiring the futures position). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by "marking to market" on a daily basis to reflect the market value of the contracts at the end of each day's trading. Variation margin payments are made or received depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund's basis in the contract. Risks include the possibility of an illiquid market and that a change in value of the contracts may not correlate with changes in the value of the securities being hedged.

H. Covered Call Options -- The Fund may write call options, on a covered basis; that is, the Fund will own the underlying security. When the Fund writes a covered call option, an amount equal to the premium received by the Fund is recorded as an asset and an equivalent liability. The amount of the liability is subsequently "marked-to-market" to reflect the current market value of the option written. The current market value of a written option is the mean between the last bid and asked prices on that day. If a written call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received.

I. Put Options -- The Fund may purchase put options. By purchasing a put option, the Fund obtains the right (but not the obligation) to sell the option's underlying instrument at a fixed strike price. In return for this right, the Fund pays an option premium. The option's underlying instrument may be a security or a futures contract. Put options may be used by the Fund to hedge securities it owns by locking in a minimum price at which the Fund can sell. If security prices fall, the put option could be exercised to offset all or a portion of the Fund's resulting losses. At the same time, because the maximum the Fund has at risk is the cost of the option, purchasing put options does not eliminate the potential for the Fund to profit from an increase in the value of the securities hedged.

J. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-CHANGE IN ACCOUNTING PRINCIPLE

As required, effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities.

FS-13


Prior to January 1, 2001, the Fund did not amortize premiums on debt securities. The cumulative effect of this accounting change had no impact on total net assets of the Fund, but resulted in a $3,608,026 reduction in the cost of securities and a corresponding $3,608,026 increase in net unrealized gains and losses, based on securities held by the Fund on January 1, 2001.
The effect of this change in 2001 was to decrease net investment income by $3,126,156, increase net unrealized gains and losses by $1,771,427, increase net realized gains and losses by $1,354,729. As a result, the net investment income per share was decreased by $0.02, the net realized and unrealized gains and losses per share was increased by $0.02 and the ratio of net investment income to average net assets was decreased by 0.07%.

NOTE 3-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.75% of the first $150 million of the Fund's average daily net assets, plus 0.50% of the Fund's average daily net assets in excess of $150 million. Effective July 1, 2001, AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. For the year ended December 31, 2001, AIM waived fees of $19,008.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. For the year ended December 31, 2001, AIM was paid $316,318 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and shareholder services to the Fund. During the year ended December 31, 2001, AFS was paid $2,696,880 for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.25% of the Fund's average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. For the year ended December 31, 2001, the Class A, Class B and Class C shares paid AIM Distributors $6,103,678, $12,597,477 and $4,020,765, respectively, as compensation under the Plans.
AIM Distributors received commissions of $640,756 from sales of the Class A shares of the Fund during the year ended December 31, 2001. Such commissions are not an expense of the Fund. They are deducted from, and are not included in, the proceeds from sales of Class A shares. During the year ended December 31, 2001, AIM Distributors received $139,887 in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
During the year ended December 31, 2001, the Fund paid legal fees of $12,542 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Board of Trustees. A member of that firm is a trustee of the Trust.

NOTE 4-INDIRECT EXPENSES

For the year ended December 31, 2001, the Fund received reductions in transfer agency fees from AFS (an affiliate of AIM) of $56,310 and reductions in custodian fees of $4,121 under expense offset arrangements which resulted in a reduction of the Fund's total expenses of $60,431.

NOTE 5-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an "interested person" of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

NOTE 6-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a syndicate administered by Citibank, N.A. The Fund may borrow up to the lesser of
(i) $1,000,000,000 or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the line of credit may borrow on a first come, first served basis. During the year ended December 31, 2001, the Fund did not borrow under the line of credit agreement. The funds which are party to the line of credit are charged a commitment fee of 0.09% on the unused balance of the committed line. The commitment fee is allocated among the funds based on their respective average net assets for the period.

NOTE 7-PORTFOLIO SECURITIES LOANED

The Fund may lend portfolio securities to the extent of one-third of the Fund's total assets. Such loans are secured by collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Cash collateral pursuant to these loans is invested in short-term money market instruments or affiliated money market funds. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. It is the Fund's policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day. Therefore, the value

FS-14


of the collateral may be temporarily less than the value of the securities on loan.
At December 31, 2001, securities with an aggregate value of $369,006,749 were on loan to brokers. The loans were secured by cash collateral of $381,254,853, received by the Fund and subsequently invested in affiliated money market funds as follows: $190,627,426 in STIC Liquid Assets Portfolio and $190,627,427 in STIC Prime Portfolio. For the year ended December 31, 2001, the Fund received fees of $1,456,640 for securities lending.

NOTE 8-TAX COMPONENTS OF CAPITAL AND DISTRIBUTIONS TO SHAREHOLDERS

The tax character of distributions paid during 2001 and 2000 was a follows:

                                   2001            2000
                                -----------    ------------
Distributions paid from:
  Ordinary income               $97,684,610    $ 82,276,431
-----------------------------------------------------------
  Long-term capital gain                 --      66,639,702
===========================================================
                                $97,684,610    $148,916,133
___________________________________________________________
===========================================================

As of December 31, 2001, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

Undistributed ordinary income               $      86,177
---------------------------------------------------------
Capital loss carryforward                    (294,839,562)
---------------------------------------------------------
Unrealized appreciation                     $ 108,262,988
=========================================================
                                            $(186,490,397)
_________________________________________________________
=========================================================

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales, the deferral of capital losses incurred after October 31, the realization for tax purposes of unrealized gains on certain forward foreign currency contracts and futures contracts and other deferrals.

NOTE 9-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund during the year ended December 31, 2001 was $3,216,405,904 and $2,783,916,331, respectively.
The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized appreciation of
  investment securities                       $377,282,297
----------------------------------------------------------
Aggregate unrealized (depreciation) of
  investment securities                       (235,070,286)
==========================================================
Net unrealized appreciation of investment
  securities                                  $142,212,011
__________________________________________________________
==========================================================
Cost of investments for tax purposes is $3,839,897,532.

NOTE 10-CALL OPTION CONTRACTS

Transactions in call options written during the year ended December 31, 2001 are summarized as follows:

                                   CALL OPTION CONTRACTS
                                  ------------------------
                                  NUMBER OF     PREMIUMS
                                  CONTRACTS     RECEIVED
                                  ---------    -----------
Beginning of year                      --      $        --
----------------------------------------------------------
Written                            12,174        2,934,645
----------------------------------------------------------
Closed                             (4,440)      (1,134,738)
----------------------------------------------------------
Exercised                          (1,194)        (193,421)
----------------------------------------------------------
Expired                            (6,540)      (1,606,486)
----------------------------------------------------------
End of year                            --      $        --
__________________________________________________________
==========================================================

NOTE 11-FUTURES CONTRACTS

On December 31, 2001, $13,150,000 principal amount of U.S. Treasury obligations were pledged as collateral to cover margin requirements for open futures contracts. Open futures contracts as of December 31, 2001 were as follows:

                        NO. OF        MONTH/                       UNREALIZED
CONTRACT               CONTRACTS    COMMITMENT     MARKET VALUE   DEPRECIATION
--------               ---------   -------------   ------------   ------------
S&P 500 Index             589      March-02/long   $169,219,700     $(30,952)
______________________________________________________________________________
==============================================================================

FS-15


NOTE 12-SHARE INFORMATION

Changes in shares outstanding during the years ended December 31, 2001 and 2000 were as follows:

                                                                          2001                            2000
                                                              ----------------------------    -----------------------------
                                                                SHARES          AMOUNT          SHARES           AMOUNT
                                                              -----------    -------------    -----------    --------------
Sold:
  Class A                                                      34,040,614    $ 943,182,575     44,686,844    $1,459,628,858
---------------------------------------------------------------------------------------------------------------------------
  Class B                                                       7,919,458      219,495,395     13,281,625       433,100,994
---------------------------------------------------------------------------------------------------------------------------
  Class C                                                       3,739,954      104,510,027      7,345,840       240,137,040
===========================================================================================================================
Issued as reinvestment of dividends:
  Class A                                                       2,389,321       61,645,850      2,771,578        87,115,195
---------------------------------------------------------------------------------------------------------------------------
  Class B                                                         842,160       21,707,525      1,260,443        39,350,153
---------------------------------------------------------------------------------------------------------------------------
  Class C                                                         287,483        7,300,252        313,857         9,736,859
===========================================================================================================================
Issued in connection with acquisitions:*
  Class A                                                         469,333       11,718,242             --                --
---------------------------------------------------------------------------------------------------------------------------
  Class B                                                         270,207        6,757,868             --                --
---------------------------------------------------------------------------------------------------------------------------
  Class C                                                       7,202,124      179,904,999             --                --
===========================================================================================================================
Reacquired:
  Class A                                                     (32,130,426)    (867,538,079)   (19,211,948)     (623,938,039)
---------------------------------------------------------------------------------------------------------------------------
  Class B                                                      (8,836,782)    (236,400,754)    (5,548,847)     (181,381,816)
---------------------------------------------------------------------------------------------------------------------------
  Class C                                                      (4,731,502)    (125,787,631)    (1,639,854)      (53,297,315)
===========================================================================================================================
                                                               11,461,944    $ 326,496,269     43,259,538    $1,410,451,929
___________________________________________________________________________________________________________________________
===========================================================================================================================

* As of the close of business on September 08, 2001, the Fund acquired all of the net assets of AIM Advisor Flex Fund pursuant to a plan of reorganization approved by AIM Advisor Flex Fund shareholders on August 17, 2001. The acquisition was accomplished by a tax-free exchange of 7,941,664 shares of the Fund for 16,429,881 shares of AIM Advisor Flex Fund outstanding as of the close of business on September 8, 2001. AIM Advisor Flex Fund net assets at that date of $198,381,109 including $8,302,767 of unrealized appreciation, were combined with those of the Fund. The aggregate net assets of the Fund immediately before the acquisition were $3,725,556,722.

FS-16


NOTE 13-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

                                                                                           CLASS A
                                                             --------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,
                                                             --------------------------------------------------------------------
                                                              2001(a)           2000(a)       1999(a)       1998(a)        1997
                                                             ----------        ----------    ----------    ----------    --------
Net asset value, beginning of period                         $    30.10        $    32.69    $    28.23    $    25.78    $  21.84
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                            0.71(b)           0.92          0.82          0.71        0.60
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (4.14)            (2.23)         4.46          2.45        4.66
=================================================================================================================================
    Total from investment operations                              (3.43)            (1.31)         5.28          3.16        5.26
=================================================================================================================================
Less distributions:
  Dividends from net investment income                            (0.73)            (0.79)        (0.82)        (0.65)      (0.55)
---------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                              --             (0.49)           --         (0.06)      (0.77)
=================================================================================================================================
    Total distributions                                           (0.73)            (1.28)        (0.82)        (0.71)      (1.32)
=================================================================================================================================
Net asset value, end of period                               $    25.94        $    30.10    $    32.69    $    28.23    $  25.78
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(c)                                                  (11.36)%           (4.18)%       19.04%        12.46%      24.41%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                     $2,284,776        $2,507,641    $1,800,350    $1,318,230    $683,633
=================================================================================================================================
Ratio of expenses to average net assets                            1.01%(d)          0.96%         0.94%         0.95%       0.98%
=================================================================================================================================
Ratio of net investment income to average net assets               2.60%(b)(d)       2.80%         2.81%         2.81%       2.48%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                              73%               55%           65%           43%         66%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Calculated using average shares outstanding.
(b) As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been $0.73 and the ratio of net investment income to average net assets would have been 2.67%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.
(c) Does not include sales charges.
(d) Ratios are based on average daily net assets of $2,441,471,059.

                                                                                           CLASS B
                                                              ------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,
                                                              ------------------------------------------------------------------
                                                               2001(a)           2000(a)       1999(a)      1998(a)       1997
                                                              ----------        ----------    ----------    --------    --------
Net asset value, beginning of period                          $    30.01        $    32.61    $    28.18    $  25.75    $  21.83
--------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                             0.50(b)           0.66          0.58        0.42        0.38
--------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                    (4.11)            (2.23)         4.45        2.51        4.68
================================================================================================================================
    Total from investment operations                               (3.61)            (1.57)         5.03        2.93        5.06
================================================================================================================================
Less distributions:
  Dividends from net investment income                             (0.52)            (0.54)        (0.60)      (0.44)      (0.37)
--------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                               --             (0.49)           --       (0.06)      (0.77)
================================================================================================================================
    Total distributions                                            (0.52)            (1.03)        (0.60)      (0.50)      (1.14)
================================================================================================================================
Net asset value, end of period                                $    25.88        $    30.01    $    32.61    $  28.18    $  25.75
________________________________________________________________________________________________________________________________
================================================================================================================================
Total return(c)                                                   (12.01)%           (4.93)%       18.08%      11.53%      23.42%
________________________________________________________________________________________________________________________________
================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $1,176,679        $1,358,823    $1,183,215    $894,165    $486,506
================================================================================================================================
Ratio of expenses to average net assets                             1.76%(d)          1.73%         1.75%       1.76%       1.79%
================================================================================================================================
Ratio of net investment income to average net assets                1.86%(b)(d)       2.03%         2.00%       2.00%       1.67%
________________________________________________________________________________________________________________________________
================================================================================================================================
Portfolio turnover rate                                               73%               55%           65%         43%         66%
________________________________________________________________________________________________________________________________
================================================================================================================================

(a) Calculated using average shares outstanding.
(b) As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been $0.52 and the ratio of net investment income to average net assets would have been 1.93%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.
(c) Does not include contingent deferred sales charges.
(d) Ratios are based on average daily net assets of $1,259,747,718.

FS-17


NOTE 13-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                           CLASS C
                                                              ------------------------------------------------------------------
                                                                                                                  AUGUST 4, 1997
                                                                                                                   (DATE SALES
                                                                                                                    COMMENCED)
                                                                          YEAR ENDED DECEMBER 31,                       TO
                                                              ------------------------------------------------     DECEMBER 31,
                                                              2001(a)         2000(a)     1999(a)     1998(a)          1997
                                                              --------        --------    --------    --------    --------------
Net asset value, beginning of period                          $  30.05        $  32.65    $  28.21    $  25.76        $25.55
--------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                           0.50(b)         0.66        0.58        0.42          0.16
--------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                  (4.11)          (2.23)       4.46        2.53          1.01
================================================================================================================================
    Total from investment operations                             (3.61)          (1.57)       5.04        2.95          1.17
================================================================================================================================
Less distributions:
  Dividends from net investment income                           (0.52)          (0.54)      (0.60)      (0.44)        (0.19)
--------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                             --           (0.49)         --       (0.06)        (0.77)
================================================================================================================================
    Total distributions                                          (0.52)          (1.03)      (0.60)      (0.50)        (0.96)
================================================================================================================================
Net asset value, end of period                                $  25.92        $  30.05    $  32.65    $  28.21        $25.76
________________________________________________________________________________________________________________________________
================================================================================================================================
Total return(c)                                                 (11.99)%         (4.93)%     18.09%      11.60%         4.67%
________________________________________________________________________________________________________________________________
================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $483,644        $365,510    $200,585    $114,163        $9,394
================================================================================================================================
Ratio of expenses to average net assets                           1.76%(d)        1.73%       1.75%       1.73%         1.78%(e)
================================================================================================================================
Ratio of net investment income to average net assets              1.85%(b)(d)     2.03%       2.00%       2.03%         1.68%(e)
________________________________________________________________________________________________________________________________
================================================================================================================================
Portfolio turnover rate                                             73%             55%         65%         43%           66%
________________________________________________________________________________________________________________________________
================================================================================================================================

(a) Calculated using average shares outstanding.
(b) As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been $0.52 and the ratio of net investment income to average net assets would have been 1.92%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.
(c) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(d) Ratios are based on average daily net assets of $402,076,552.
(e) Annualized.

FS-18


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of
AIM Basic Balanced Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM Basic Balanced Fund (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for the period indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-19


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                             MARKET
                                                SHARES        VALUE
COMMON STOCKS & OTHER EQUITY INTERESTS-61.95%

ADVERTISING-1.67%

Interpublic Group of Cos., Inc. (The)             18,100   $   534,674
======================================================================

ALUMINUM-1.01%

Alcoa Inc.                                         9,100       323,505
======================================================================

APPAREL RETAIL-1.70%

Gap, Inc. (The)                                   39,000       543,660
======================================================================

BANKS-6.00%

Bank of America Corp.                             10,300       648,385
----------------------------------------------------------------------
Bank One Corp.                                    16,000       624,800
----------------------------------------------------------------------
FleetBoston Financial Corp.                       17,700       646,050
======================================================================
                                                             1,919,235
======================================================================

BUILDING PRODUCTS-2.01%

American Standard Cos. Inc.(a)                     9,400       641,362
======================================================================

CONSTRUCTION & FARM MACHINERY-1.35%

Deere & Co.                                        9,900       432,234
======================================================================

CONSUMER ELECTRONICS-1.07%

Koninklijke (Royal) Philips Electronics
  N.V.-ADR (Netherlands)                          11,800       343,498
======================================================================

DATA PROCESSING SERVICES-3.55%

Ceridian Corp.(a)                                 33,000       618,750
----------------------------------------------------------------------
First Data Corp.                                   6,600       517,770
======================================================================
                                                             1,136,520
======================================================================

DIVERSIFIED CHEMICALS-1.30%

Du Pont (E. I.) de Nemours & Co.                   9,800       416,598
======================================================================

DIVERSIFIED COMMERCIAL SERVICES-1.97%

H&R Block, Inc.                                   14,100       630,270
======================================================================

DIVERSIFIED FINANCIAL SERVICES-6.59%

American Express Co.                              13,300       474,677
----------------------------------------------------------------------
Citigroup Inc.                                     9,900       499,752
----------------------------------------------------------------------
Freddie Mac                                        6,000       392,400
----------------------------------------------------------------------
J.P. Morgan Chase & Co.                           11,200       407,120
----------------------------------------------------------------------
Morgan Stanley Dean Witter & Co.                   4,000       223,760
----------------------------------------------------------------------
Stilwell Financial, Inc.                           4,000       108,880
======================================================================
                                                             2,106,589
======================================================================

ELECTRIC UTILITIES-1.17%

PG&E Corp.                                        19,400       373,256
======================================================================

ENVIRONMENTAL SERVICES-2.22%

Waste Management, Inc.                            22,200       708,402
======================================================================

                                                             MARKET
                                                SHARES        VALUE

FOOD RETAIL-1.95%

Kroger Co. (The)(a)                               29,900   $   624,013
======================================================================

GENERAL MERCHANDISE STORES-1.37%

Target Corp.                                      10,700       439,235
======================================================================

HEALTH CARE DISTRIBUTORS & SERVICES-1.04%

McKesson Corp.                                     8,900       332,860
======================================================================

HOTELS-0.97%

Starwood Hotels & Resorts Worldwide, Inc.         10,400       310,440
======================================================================

HOUSEHOLD APPLIANCES-1.72%

Black & Decker Corp. (The)                        14,600       550,858
======================================================================

INDUSTRIAL CONGLOMERATES-2.88%

Textron, Inc.                                      6,300       261,198
----------------------------------------------------------------------
Tyco International Ltd. (Bermuda)                 11,200       659,680
======================================================================
                                                               920,878
======================================================================

INTEGRATED TELECOMMUNICATION SERVICES-0.80%

AT&T Corp.                                        14,100       255,774
======================================================================

IT CONSULTING & SERVICES-1.05%

Electronic Data Systems Corp.                      4,900       335,895
======================================================================

LIFE & HEALTH INSURANCE-1.94%

Prudential Financial, Inc.(a)                      5,100       169,269
----------------------------------------------------------------------
UnumProvident Corp.                               17,000       450,670
======================================================================
                                                               619,939
======================================================================

MANAGED HEALTH CARE-3.14%

Anthem, Inc.(a)                                    6,000       297,000
----------------------------------------------------------------------
CIGNA Corp.                                        3,900       361,335
----------------------------------------------------------------------
UnitedHealth Group Inc.                            4,900       346,773
======================================================================
                                                             1,005,108
======================================================================

MOVIES & ENTERTAINMENT-1.29%

Walt Disney Co. (The)                             19,900       412,328
======================================================================

OIL & GAS DRILLING-3.93%

Cooper Cameron Corp.(a)                           10,800       435,888
----------------------------------------------------------------------
Pride International, Inc.(a)                      20,600       311,060
----------------------------------------------------------------------
Transocean Sedco Forex Inc.                       15,100       510,682
======================================================================
                                                             1,257,630
======================================================================

OIL & GAS EQUIPMENT & SERVICES-1.46%

Schlumberger Ltd.                                  8,500       467,075
======================================================================

PAPER PRODUCTS-0.87%

International Paper Co.                            6,900       278,415
======================================================================

FS-20


                                                             MARKET
                                                SHARES        VALUE

PROPERTY & CASUALTY INSURANCE-1.63%

XL Capital Ltd.-Class A (Bermuda)                  5,700   $   520,752
======================================================================

REINSURANCE-0.98%

PartnerRe Ltd. (Bermuda)                           5,800       313,200
======================================================================

SEMICONDUCTOR EQUIPMENT-0.80%

Applied Materials, Inc.(a)                         6,400       256,640
======================================================================

SYSTEMS SOFTWARE-1.62%

Computer Associates International, Inc.           15,000       517,350
======================================================================

TELECOMMUNICATIONS EQUIPMENT-0.90%

Motorola, Inc.                                    19,100       286,882
======================================================================
    Total Common Stocks & Other Equity
      Interests (Cost $18,480,683)                          19,815,075
======================================================================

                                               PRINCIPAL
                                                AMOUNT
U.S. DOLLAR DENOMINATED BONDS & NOTES-8.54%

BANKS-0.84%

Bank of America Corp., Sub. Notes, 9.38%,
  09/15/09                                     $  50,000        58,540
----------------------------------------------------------------------
Dresdner Bank New York, Unsec. Sub. Deb.,
  7.25%, 09/15/15                                100,000       104,560
----------------------------------------------------------------------
Firstar Bank N.A., Unsec. Sub. Notes, 7.13%,
  12/01/09                                       100,000       104,789
======================================================================
                                                               267,889
======================================================================

BROADCASTING & CABLE TV-1.76%

Comcast Cable Communications, Unsec. Notes,
  8.88%, 05/01/17                                100,000       113,982
----------------------------------------------------------------------
Shaw Communications Inc. (Canada), Sr. Unsec.
  Unsub. Yankee Notes, 8.25%, 04/11/10           175,000       185,215
----------------------------------------------------------------------
Time Warner Inc.,
  Notes, 8.18%, 08/15/07                          35,000        39,179
----------------------------------------------------------------------
  Unsec. Deb., 8.05%, 01/15/16                   150,000       169,759
----------------------------------------------------------------------
Turner Broadcasting System, Inc.-Class A, Sr.
  Notes, 8.38%, 07/01/13                          50,000        55,621
======================================================================
                                                               563,756
======================================================================

CONSUMER FINANCE-0.38%

Ford Motor Credit Co., Notes, 7.88%, 06/15/10     10,000        10,191
----------------------------------------------------------------------
General Motors Acceptance Corp., Bonds,
  8.00%, 11/01/31                                 60,000        60,645
----------------------------------------------------------------------
Household Finance Corp., Unsec. Notes, 8.00%,
  07/15/10                                        45,000        48,828
======================================================================
                                                               119,664
======================================================================

DIVERSIFIED FINANCIAL SERVICES-2.27%

AIG SunAmerica Global Financing VII, Notes,
  5.85%, 08/01/08 (Acquired 09/28/01; Cost
  $20,452)(b)                                     20,000        20,232
----------------------------------------------------------------------
Associates Corp. of North America, Sr. Deb.,
  6.95%, 11/01/18                                160,000       166,315
----------------------------------------------------------------------

                                               PRINCIPAL     MARKET
                                                AMOUNT        VALUE
DIVERSIFIED FINANCIAL SERVICES-(CONTINUED)

FMR Corp., Bonds, 7.57%, 06/15/29 (Acquired
  09/28/01; Cost $26,939)(b)                   $  25,000   $    27,011
----------------------------------------------------------------------
Heller Financial, Inc., Unsec. Notes, 7.38%,
  11/01/09                                       400,000       438,224
----------------------------------------------------------------------
Lehman Brothers Holdings Inc., Sr. Bonds,
  7.88%, 08/15/10                                 20,000        21,837
----------------------------------------------------------------------
Qwest Capital Funding Inc., Gtd. Unsec.
  Notes, 7.63%, 08/03/21                          40,000        37,642
----------------------------------------------------------------------
Tyco Capital Corp. (The) (Bermuda), Notes,
  6.50%, 02/07/06                                 15,000        15,529
======================================================================
                                                               726,790
======================================================================

ELECTRIC UTILITIES-0.30%

Indiana Michigan Power Co. -- Series C, Sr.
  Unsec. Notes, 6.13%, 12/15/06                   80,000        79,408
----------------------------------------------------------------------
Mirant Corp., Sr. Notes, 7.90%, 07/15/09
  (Acquired 09/28/01; Cost $20,700)(b)            20,000        17,850
======================================================================
                                                                97,258
======================================================================

INTEGRATED OIL & GAS-0.10%

Occidental Petroleum Corp., Sr. Unsec. Notes,
  7.38%, 11/15/08                                 30,000        31,198
======================================================================

INTEGRATED TELECOMMUNICATION SERVICES-0.28%

TELUS Corp. (Canada), Yankee Notes, 8.00%,
  06/01/11                                        85,000        89,888
======================================================================

LIFE & HEALTH INSURANCE-0.68%

American General Corp.,
  Sr. Notes, 6.63%, 02/15/29                     120,000       118,489
----------------------------------------------------------------------
  Unsec. Notes, 7.50%, 07/15/25                   50,000        54,664
----------------------------------------------------------------------
American General Finance Corp., Sr. Unsec.
  Putable Notes, 8.13%, 08/15/09                  40,000        44,346
======================================================================
                                                               217,499
======================================================================

OIL & GAS EXPLORATION & PRODUCTION-0.57%

Devon Financing Corp., Unsec. Gtd. Deb.,
  7.88%, 09/30/31 (Acquired
  09/28/01-11/01/01; Cost $81,054)(b)             80,000        81,199
----------------------------------------------------------------------
Louis Dreyfus Natural Gas Corp., Unsec.
  Notes, 6.88%, 12/01/07                         100,000       101,674
======================================================================
                                                               182,873
======================================================================

PHARMACEUTICALS-0.66%

Johnson & Johnson, Unsec. Deb., 6.95%,
  09/01/29                                        70,000        74,606
----------------------------------------------------------------------
Merck & Co., Inc., Unsec. Deb.,
  5.95%, 12/01/28                                 70,000        66,184
----------------------------------------------------------------------
  6.40%, 03/01/28                                 70,000        70,204
======================================================================
                                                               210,994
======================================================================

FS-21


                                               PRINCIPAL     MARKET
                                                AMOUNT        VALUE

REINSURANCE-0.70%

GE Global Insurance Holdings Corp., Unsec.
  Notes, 7.75%, 06/15/30                       $ 200,000   $   224,792
======================================================================
    Total U.S. Dollar Denominated Non-
      Convertible Bonds & Notes (Cost
      $2,794,579)                                            2,732,601
======================================================================

U.S. GOVERNMENT AGENCY SECURITIES-19.13%

FEDERAL HOME LOAN BANK-0.64%

Unsec. Bonds,
  5.13%, 03/06/06                                200,000       203,410
======================================================================

FEDERAL HOME LOAN MORTGAGE CORP.
  (FHLMC)-2.18%

Pass Through Ctfs.,
  7.00%, 09/01/31                                208,682       212,725
----------------------------------------------------------------------
Pass Through Ctfs.,
  7.00%, 07/01/29                                110,618       112,864
----------------------------------------------------------------------
Pass Through Ctfs.-TBA,
  6.50%, 02/01/32(c)                             370,000       370,809
======================================================================
                                                               696,398
======================================================================

FEDERAL NATIONAL MORTGAGE ASSOCIATION
  (FNMA)-16.00%

Pass Through Ctfs.,
  6.50%, 10/01/16                                282,660       288,452
----------------------------------------------------------------------
  7.00%, 12/01/31                                420,000       428,530
----------------------------------------------------------------------
Pass Through Ctfs.-TBA,
  6.50%, 02/01/32(c)                             800,000       801,000
----------------------------------------------------------------------
Unsec. Medium Term Notes,
  6.87%, 07/17/07                              2,250,000     2,397,578
----------------------------------------------------------------------
Unsec. Notes,
  6.38%, 06/15/09                                890,000       937,909
----------------------------------------------------------------------
Unsec. Notes,
  6.00%, 05/15/11                                260,000       264,415
======================================================================
                                                             5,117,884
======================================================================

                                               PRINCIPAL     MARKET
                                                AMOUNT        VALUE

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
  (GNMA)-0.31%

Pass Through Ctfs.-TBA,
  6.50%, 02/01/32(c)                           $ 100,000   $   100,469
======================================================================
    Total U.S. Government Agency Securities
      (Cost $6,208,747)                                      6,118,161
======================================================================

U.S. TREASURY SECURITIES-3.59%

U.S. TREASURY NOTES-3.28%

  6.88%, 05/15/06                                345,000       380,300
----------------------------------------------------------------------
  5.75%, 08/15/10                                175,000       183,788
----------------------------------------------------------------------
  5.00%, 08/15/11                                485,000       483,880
======================================================================
                                                             1,047,968
======================================================================
U.S. TREASURY BONDS-0.31%

  6.13%, 08/15/29                                 95,000       100,804
======================================================================
    Total U.S. Treasury Securities (Cost
      $1,181,951)                                            1,148,772
======================================================================

                                                SHARES
MONEY MARKET FUNDS-14.44%

STIC Liquid Assets Portfolio(d)                2,309,834     2,309,834
----------------------------------------------------------------------
STIC Prime Portfolio(d)                        2,309,834     2,309,834
======================================================================
    Total Money Market Funds (Cost
      $4,619,668)                                            4,619,668
======================================================================
TOTAL INVESTMENTS-107.65% (Cost $33,285,628)                34,434,277
======================================================================
OTHER ASSETS LESS LIABILITIES-(7.65%)                       (2,446,644)
======================================================================
NET ASSETS-100.00%                                         $31,987,633
______________________________________________________________________
======================================================================

Investment Abbreviations:

ADR     - American Depositary Receipt
Ctfs.   - Certificates
Deb.    - Debentures
Gtd.    - Guaranteed
Sr.     - Senior
Sub.    - Subordinated
TBA     - To Be Announced
Unsec.  - Unsecured
Unsub.  - Unsubordinated

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) Restricted security. May be resold to qualified institutional buyers in accordance with the provisions of Rule 144A under the Securities Act of 1933, as amended. The aggregate market value of these securities at 12/31/01 was $146,292, which represented 0.46% of the Fund's net assets.
(c) Security purchased on forward commitment basis. These securities are subject to dollar roll transactions. See Note 1 Section B.
(d) The money market fund and the Fund are affiliated by having the same investment advisor.

See Notes to Financial Statements.

FS-22


STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost $33,285,628)  $34,434,277
------------------------------------------------------------
Receivables for:
  Investments sold                                   255,231
------------------------------------------------------------
  Fund shares sold                                   878,060
------------------------------------------------------------
  Dividends and interest                             176,475
------------------------------------------------------------
Investment for deferred compensation plan              1,093
------------------------------------------------------------
Other assets                                          15,446
============================================================
    Total assets                                  35,760,582
============================================================

LIABILITIES:

Payables for:
  Investments purchased                            3,675,641
------------------------------------------------------------
  Fund shares reacquired                              18,911
------------------------------------------------------------
  Deferred compensation plan                           1,093
------------------------------------------------------------
Accrued distribution fees                             26,516
------------------------------------------------------------
Accrued transfer agent fees                            2,418
------------------------------------------------------------
Accrued operating expenses                            48,370
============================================================
    Total liabilities                              3,772,949
============================================================
Net assets applicable to shares outstanding      $31,987,633
============================================================

NET ASSETS:

Class A                                          $10,752,672
____________________________________________________________
============================================================
Class B                                          $16,067,349
____________________________________________________________
============================================================
Class C                                          $ 5,167,612
____________________________________________________________
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                            1,000,690
____________________________________________________________
============================================================
Class B                                            1,495,156
____________________________________________________________
============================================================
Class C                                              480,819
____________________________________________________________
============================================================
Class A:
  Net asset value per share                      $     10.75
------------------------------------------------------------
  Offering price per share:
    (Net asset value of $10.75 divided by
      95.25%)                                    $     11.29
____________________________________________________________
============================================================
Class B:
  Net asset value and offering price per share   $     10.75
____________________________________________________________
============================================================
Class C:
  Net asset value and offering price per share   $     10.75
____________________________________________________________
============================================================

STATEMENT OF OPERATIONS
For the period September 28, 2001 (Date operations commenced) through December 31, 2001

INVESTMENT INCOME:

Interest                                          $   60,552
------------------------------------------------------------
Dividends                                             42,408
------------------------------------------------------------
Dividends from affiliated money market funds          13,417
============================================================
    Total investment income                          116,377
============================================================

EXPENSES:

Advisory fees                                         29,174
------------------------------------------------------------
Administrative services fees                          12,603
------------------------------------------------------------
Custodian fees                                        12,168
------------------------------------------------------------
Distribution fees -- Class A                           5,240
------------------------------------------------------------
Distribution fees -- Class B                          22,783
------------------------------------------------------------
Distribution fees -- Class C                           7,127
------------------------------------------------------------
Transfer agent fees -- Class A                         2,069
------------------------------------------------------------
Transfer agent fees -- Class B                         3,043
------------------------------------------------------------
Transfer agent fees -- Class C                           952
------------------------------------------------------------
Trustees' fees                                         1,983
------------------------------------------------------------
Printing                                              17,644
------------------------------------------------------------
Professional fees                                     31,670
------------------------------------------------------------
Other                                                  2,574
============================================================
    Total expenses                                   149,030
============================================================
Less: Fees waived and expenses reimbursed            (65,504)
------------------------------------------------------------
    Expenses paid indirectly                             (17)
============================================================
    Net expenses                                      83,509
============================================================
Net investment income                                 32,868
============================================================

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES:

Net realized gain (loss) from investment
  securities                                        (124,267)
============================================================
Change in net unrealized appreciation of
  investment securities                            1,148,649
============================================================
Net gain from investment securities                1,024,382
============================================================
Net increase in net assets resulting from
  operations                                      $1,057,250
____________________________________________________________
============================================================

See Notes to Financial Statements.

FS-23


STATEMENT OF CHANGES IN NET ASSETS
For the period September 28, 2001 (Date operations commenced) through December 31, 2001

                                                                   2001
                                                                -----------
OPERATIONS:

  Net investment income                                         $    32,868
---------------------------------------------------------------------------
  Net realized gain (loss) from investment securities              (124,267)
---------------------------------------------------------------------------
  Change in net unrealized appreciation of investment
    securities                                                    1,148,649
===========================================================================
    Net increase in net assets resulting from operations          1,057,250
===========================================================================
Distributions to shareholders from net investment income:
  Class A                                                           (37,235)
---------------------------------------------------------------------------
  Class B                                                           (33,889)
---------------------------------------------------------------------------
  Class C                                                            (8,848)
---------------------------------------------------------------------------
Share transactions-net:
  Class A                                                        10,423,697
---------------------------------------------------------------------------
  Class B                                                        15,589,686
---------------------------------------------------------------------------
  Class C                                                         4,996,972
===========================================================================
    Net increase in net assets                                   31,987,633
===========================================================================

NET ASSETS:

  Beginning of period                                                    --
===========================================================================
  End of period                                                 $31,987,633
___________________________________________________________________________
===========================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                                 $30,950,108
---------------------------------------------------------------------------
  Undistributed net investment income                                13,143
---------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities                                                     (124,267)
---------------------------------------------------------------------------
  Unrealized appreciation of investment securities                1,148,649
===========================================================================
                                                                $31,987,633
___________________________________________________________________________
===========================================================================

See Notes to Financial Statements.

FS-24


NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Basic Balanced Fund (the "Fund") is a series portfolio of AIM Funds Group (the "Trust"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is long-term growth of capital and current income. The Fund commenced operations on September 28, 2001.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. 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 New York Stock Exchange ("NYSE").
Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.
On December 31, 2001, undistributed net investment income was increased by $60,247 and shares of beneficial interest decreased by $60,247 as a result of nondeductible organizational expenses. Net assets of the Fund were unaffected by the reclassifications discussed above.
The Fund may engage in dollar roll transactions with respect to mortgage backed securities issued by GNMA, FNMA and FHLMC. In a dollar roll transaction, the Fund sells a mortgage backed security held in the Fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to repurchase a substantially similar security (same type, coupon and maturity) from the institution at a later date at an agreed upon price. The mortgage backed securities that are repurchased will bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories. During the period between the sale and repurchase, the Fund will not be entitled to receive interest and principal payments on securities sold. Proceeds of the sale will be invested in short-term instruments, and the

FS-25


income from these investments, together with any additional fee income received on the sale, could generate income for the Fund exceeding the yield on the security sold.
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 in 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.

C. Distributions -- Distributions from income are declared and paid quarterly and are recorded on ex-dividend date. Distributions from net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements. The Fund had a capital loss carryforward of $1,094 which expires December 31, 2009. As of December 31, 2001 the Fund has a post-October capital loss deferral of $123,172 which will be recognized in the following tax year.

E. Foreign Currency Translations -- Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

F. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.65% of the first $1 billion of the Fund's average daily net assets, plus 0.60% of the Fund's average daily net assets on the next $4 billion, plus 0.55% of the Fund's average daily net assets in excess of $5 billion. AIM voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. For the period September 28, 2001 (date operations commenced) through December 31, 2001, AIM waived fees of $29,174 and reimbursed fees of $36,330.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. For the period September 28, 2001 (date operations commenced) through December 31, 2001, AIM was paid $12,603 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and shareholder services to the Fund. During the period September 28, 2001 (date operations commenced) through December 31, 2001, AFS was paid $3,020 for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.35% of the Fund's average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. For the period September 28, 2001 (date operations commenced) through December 31, 2001, the Class A, Class B and Class C shares paid AIM Distributors $5,240, $22,783 and $7,127, respectively, as compensation under the Plans.
AIM Distributors received commissions of $19,234 from sales of the Class A shares of the Fund for the period September 28, 2001 (date operations commenced) through December 31, 2001. Such commissions are not an expense of the Fund. They are deducted from, and are not included in, the proceeds from sales of Class A shares. For the same period, AIM Distributors received $84 in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
The law firm of Kramer, Levin, Naftalis & Frankel LLP, of which a trustee is a member, is counsel to the Board of Trustees. During the period September 28, 2001 (date operations commenced) through December 31, 2001, the Fund paid legal no expenses with respect to this firm.

FS-26


NOTE 3-INDIRECT EXPENSES

For the period September 28, 2001 (date operations commenced) through December 31, 2001, the Fund received reductions in custodian fees of $17 under an expense offset arrangement which resulted in a reduction of the Fund's total expenses of $17.

NOTE 4-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an "interested person" of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

NOTE 5-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a syndicate administered by Citibank, N.A. The Fund may borrow up to the lesser of
(i) $1,000,000,000 or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the line of credit may borrow on a first come, first served basis. During the period September 28, 2001 (date operations commenced) through December 31, 2001, the Fund did not borrow under the line of credit agreement. The funds which are party to the line of credit are charged a commitment fee of 0.09% on the unused balance of the committed line. The commitment fee is allocated among the funds based on their respective average net assets for the period.

NOTE 6-DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of distributions paid during 2001 was as follows:

                                                  2001
                                                 -------
Distributions paid from ordinary income          $79,972
________________________________________________________
========================================================

As of December 31, 2001, the components of distributable earnings on a tax basis were as follows:

Undistributed ordinary income                  $   14,235
---------------------------------------------------------
Capital loss carryforward                          (1,094)
---------------------------------------------------------
Unrealized appreciation                         1,024,384
=========================================================
                                               $1,037,525
_________________________________________________________
=========================================================

The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral losses on wash sales, the tax deferral of capital losses incurred after October 31, and other deferrals.

NOTE 7-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund during the period September 28, 2001 (date operations commenced) through December 31, 2001 was $27,497,032 and $788,507, respectively.
The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized appreciation of
  investment securities                        $1,477,196
---------------------------------------------------------
Aggregate unrealized (depreciation) of
  investment securities                          (328,547)
=========================================================
Net unrealized appreciation of investment
  securities                                   $1,148,649
_________________________________________________________
=========================================================
Investments have the same cost for tax and financial
statement purposes.

FS-27


NOTE 8-SHARE INFORMATION

Changes in shares outstanding during the period September 28, 2001 (date operations commenced) through December 31, 2001 were as follows:

                                                                        2001
                                                              ------------------------
                                                               SHARES        AMOUNT
                                                              ---------    -----------
Sold:
  Class A                                                     1,014,635    $10,570,925
--------------------------------------------------------------------------------------
  Class B                                                     1,510,274     15,749,795
--------------------------------------------------------------------------------------
  Class C                                                       511,202      5,323,113
======================================================================================
Issued as reinvestment of dividends:
  Class A                                                         3,464         36,336
--------------------------------------------------------------------------------------
  Class B                                                         2,340         24,543
--------------------------------------------------------------------------------------
  Class C                                                           810          8,499
======================================================================================
Reacquired:
  Class A                                                       (17,409)      (183,564)
--------------------------------------------------------------------------------------
  Class B                                                       (17,458)      (184,652)
--------------------------------------------------------------------------------------
  Class C                                                       (31,193)      (334,640)
======================================================================================
                                                              2,976,665    $31,010,355
______________________________________________________________________________________
======================================================================================

NOTE 9-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the period indicated.

                                                                   CLASS A
                                                              ------------------
                                                              SEPTEMBER 28, 2001
                                                               (DATE OPERATIONS
                                                                COMMENCED) TO
                                                                 DECEMBER 31,
                                                                   2001(a)
                                                              ------------------
Net asset value, beginning of period                               $ 10.00
--------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                               0.03
--------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)              0.76
================================================================================
    Total from investment operations                                  0.79
================================================================================
Less distributions from net investment income                        (0.04)
================================================================================
Net asset value, end of period                                     $ 10.75
________________________________________________________________________________
================================================================================
Total return(b)                                                       7.94%
________________________________________________________________________________
================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                           $10,753
________________________________________________________________________________
================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                    1.43%(c)
--------------------------------------------------------------------------------
  Without fee waivers                                                 2.89%(c)
================================================================================
Ratio of net investment income to average net assets                  1.16%(c)
________________________________________________________________________________
================================================================================
Portfolio turnover rate                                                  7%
________________________________________________________________________________
================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include sales charges and is not annualized for periods less than one year.
(c) Ratios are annualized and based on average net assets of $5,752,659.

FS-28


NOTE 9-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                   CLASS B
                                                              ------------------
                                                              SEPTEMBER 28, 2001
                                                               (DATE OPERATIONS
                                                                COMMENCED) TO
                                                                 DECEMBER 31,
                                                                   2001(a)
                                                              ------------------
Net asset value, beginning of period                               $ 10.00
--------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                               0.01
--------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)              0.77
================================================================================
    Total from investment operations                                  0.78
================================================================================
Less distributions from net investment income                        (0.03)
================================================================================
Net asset value, end of period                                     $ 10.75
________________________________________________________________________________
================================================================================
Total return(b)                                                       7.76%
________________________________________________________________________________
================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                           $16,067
________________________________________________________________________________
================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                    2.08%(c)
--------------------------------------------------------------------------------
  Without fee waivers                                                 3.54%(c)
================================================================================
Ratio of net investment income to average net assets                  0.52%(c)
________________________________________________________________________________
================================================================================
Portfolio turnover rate                                                  7%
________________________________________________________________________________
================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(c) Ratios are annualized and based on average net assets of $8,753,540.

                                                                   CLASS C
                                                              ------------------
                                                              SEPTEMBER 28, 2001
                                                               (DATE OPERATIONS
                                                                COMMENCED) TO
                                                                 DECEMBER 31,
                                                                   2001(a)
                                                              ------------------
Net asset value, beginning of period                                $10.00
--------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                               0.01
--------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)              0.77
================================================================================
    Total from investment operations                                  0.78
================================================================================
Less distributions from net investment income                        (0.03)
================================================================================
Net asset value, end of period                                      $10.75
________________________________________________________________________________
================================================================================
Total return(b)                                                       7.76%
________________________________________________________________________________
================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                            $5,168
________________________________________________________________________________
================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                    2.08%(c)
--------------------------------------------------------------------------------
  Without fee waivers                                                 3.54%(c)
================================================================================
Ratio of net investment income to average net assets                  0.52%(c)
________________________________________________________________________________
================================================================================
Portfolio turnover rate                                                  7%
________________________________________________________________________________
================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(c) Ratios are annualized and based on average net assets of $2,738,134.

FS-29


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of AIM European
Small Company Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM European Small Company Fund (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-30


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                           MARKET
                                               SHARES      VALUE
FOREIGN STOCKS & OTHER EQUITY
  INTERESTS-93.92%

AUSTRIA-0.76%

Gericom A.G. (Computer Hardware)                 2,900   $    79,393
====================================================================

BELGIUM-2.18%

Omega Pharma S.A. (Health Care Supplies)         5,000       226,727
====================================================================

DENMARK-0.49%

Radiometer A/S-Class B (Health Care
  Equipment)(a)                                  1,600        50,410
====================================================================

FINLAND-4.39%

Hartwall Oyj ABP (Brewers)(a)                   11,300       230,758
--------------------------------------------------------------------
Instrumentarium Corp.-Class B (Health Care
  Equipment)                                     3,200       134,119
--------------------------------------------------------------------
Lassila & Tikanoja PLC (Diversified
  Commercial Services)                           2,000        32,103
--------------------------------------------------------------------
Vacon Oyj (Electrical Components & Equipment)
  (Acquired 12/08/00; Cost $44,783)(b)           7,200        59,070
====================================================================
                                                             456,050
====================================================================

FRANCE-18.53%

AES Laboratoire Groupe (Health Care
  Equipment)                                     1,300       132,737
--------------------------------------------------------------------
Beneteau (Leisure Products)                        350        27,201
--------------------------------------------------------------------
Bigben Interactive (Distributors)                4,400       170,877
--------------------------------------------------------------------
Bonduelle SCA (Packaged Foods)                   3,450       144,290
--------------------------------------------------------------------
Brime Technologies (Diversified Commercial
  Services)(a)                                   3,400       104,602
--------------------------------------------------------------------
Eurofins Scientific (Diversified Commercial
  Services)(a)                                   6,200        90,397
--------------------------------------------------------------------
Ioltech (Health Care Equipment)(a)               1,300       147,228
--------------------------------------------------------------------
Marionnaud Parfumeries (Specialty Stores)(a)     4,080       197,926
--------------------------------------------------------------------
MEDIDEP S.A. (Health Care Facilities)(a)        16,600       320,486
--------------------------------------------------------------------
Neopost S.A. (Office Electronics)(a)             3,300        96,288
--------------------------------------------------------------------
Penauille Polyservices (Diversified
  Commercial Services)                           1,500        52,836
--------------------------------------------------------------------
Rodriguez Group (Specialty Stores)               1,000        57,072
--------------------------------------------------------------------
Silicon-On-Insulator Technologies (SOITEC)
  (Electronic Equipment & Instruments)(a)       11,170       221,629
--------------------------------------------------------------------
UBI Soft Entertainment S.A. (Application
  Software)(a)                                   4,850       162,187
====================================================================
                                                           1,925,756
====================================================================

GERMANY-8.40%

FJA A.G. (Electronic Equipment & Instruments)    1,980        90,049
--------------------------------------------------------------------
IPC Archtec A.G. (Computer Hardware)(a)          1,700        53,590
--------------------------------------------------------------------
Puma A.G. (Footwear)                             8,300       251,652
--------------------------------------------------------------------
Stada Arzneimittel A.G. (Pharmaceuticals)        7,200       252,009
--------------------------------------------------------------------
Suess MicroTec A.G. (Semiconductor
  Equipment)(a)                                  3,000        84,003
--------------------------------------------------------------------

                                                           MARKET
                                               SHARES      VALUE
GERMANY-(CONTINUED)

Wedeco A.G. Water Technology (Water
  Utilities)(a)                                  4,600   $   141,521
====================================================================
                                                             872,824
====================================================================

GREECE-0.97%

Folli-Follie (Apparel & Accessories)             5,700       100,338
====================================================================

IRELAND-7.35%

Anglo Irish Bank Corp. PLC (Banks)              46,000       178,439
--------------------------------------------------------------------
Grafton Group PLC (Trading Companies &
  Distributors)                                 60,700       175,920
--------------------------------------------------------------------
ICON PLC-ADR (Health Care Distributors &
  Services)(a)                                   4,700       140,107
--------------------------------------------------------------------
IFG Group PLC (Diversified Financial
  Services)                                     32,000        95,596
--------------------------------------------------------------------
Riverdeep Group PLC-ADR (Internet Software &
  Services)(a)                                   6,500       109,265
--------------------------------------------------------------------
United Drug PLC (Pharmaceuticals)                4,900        64,670
====================================================================
                                                             763,997
====================================================================

ITALY-4.04%

Merloni Elettrodomestici S.p.A. (Household
  Appliances)(a)                                25,500       134,164
--------------------------------------------------------------------
Recordati S.p.A (Pharmaceuticals)                9,600       191,591
--------------------------------------------------------------------
Tod's S.p.A. (Apparel & Accessories)(a)          2,300        94,347
====================================================================
                                                             420,102
====================================================================

NETHERLANDS-3.49%

ASM International N.V. (Semiconductor
  Equipment)(a)                                  4,100        79,522
--------------------------------------------------------------------
Heijmans N.V. (Construction & Engineering)       5,504       101,943
--------------------------------------------------------------------
Teleplan International N.V. (Marine)(a)          5,200        78,367
--------------------------------------------------------------------
Van der Moolen Holding N.V. (Diversified
  Financial Services)                            3,570       102,669
====================================================================
                                                             362,501
====================================================================

NORWAY-1.27%

Tandberg A.S.A. (Electronic Equipment &
  Instruments)(a)                                5,900       131,857
====================================================================

PORTUGAL-0.59%

Ibersol-SGPS, S.A. (Restaurants)                18,300        61,196
====================================================================

SPAIN-2.78%

Aurea Concesiones des Infrastructuras
  S.A./concesionaria del Estado S.A.
  (Highways & Railtracks)                        2,670        54,548
--------------------------------------------------------------------
Azkoyen S.A. (Industrial Machinery)             17,400       145,234
--------------------------------------------------------------------
Prosegur, CIA de Seguridad S.A. (Diversified
  Commercial Services)                           6,600        89,107
====================================================================
                                                             288,889
====================================================================

FS-31


                                                           MARKET
                                               SHARES      VALUE

SWEDEN-11.54%

Axfood A.B. (Food Retail)(a)                    11,800   $   132,731
--------------------------------------------------------------------
Biacore International A.B. (Health Care
  Equipment)(a)                                  2,550        82,999
--------------------------------------------------------------------
Clas Ohlson A.B.-Class B (Specialty Stores)     15,400       215,979
--------------------------------------------------------------------
Elekta A.B.-Class B (Health Care
  Equipment)(a)                                 21,800       177,390
--------------------------------------------------------------------
Getinge Industrier A.B.-Class B (Health Care
  Equipment)                                     4,700        77,389
--------------------------------------------------------------------
Munters A.B. (Industrial Machinery)              4,500        75,173
--------------------------------------------------------------------
Nobel Biocare (Health Care Supplies)             1,400        58,635
--------------------------------------------------------------------
Perbio Science A.B. (Pharmaceuticals)(a)        12,500       204,027
--------------------------------------------------------------------
Q-Med A.B. (Biotechnology)(a)                    4,200        69,960
--------------------------------------------------------------------
Swedish Match A.B. (Tobacco)                    19,700       104,668
====================================================================
                                                           1,198,951
====================================================================

SWITZERLAND-0.38%

Converium Holding A.G. (Reinsurance)(a)            800        38,938
====================================================================

UNITED KINGDOM-26.76%

Alexon Group PLC (Apparel & Accessories)        59,400       151,351
--------------------------------------------------------------------
Amey PLC (Diversified Commercial Services)      12,900        69,842
--------------------------------------------------------------------
Anite Group PLC (IT Consulting & Services)(a)   46,500       116,112
--------------------------------------------------------------------
Biotrace International PLC (Health Care
  Equipment)(a)                                 26,300        52,745
--------------------------------------------------------------------
Chemring Group PLC (Aerospace & Defense)        38,900       206,730
--------------------------------------------------------------------
Chloride Group PLC (Electrical Components &
  Equipment)                                    60,000        61,152
--------------------------------------------------------------------
Electronics Boutique PLC (Computer &
  Electronics Retail)                          124,700       248,742
--------------------------------------------------------------------
Enterprise Inns PLC (Restaurants)               22,300       202,605
--------------------------------------------------------------------
Fitness First PLC (Diversified Commercial
  Services)(a)                                  17,700       121,898
--------------------------------------------------------------------

                                                           MARKET
                                               SHARES      VALUE
UNITED KINGDOM-(CONTINUED)

Geest PLC (Agricultural Products)               14,900   $   160,055
--------------------------------------------------------------------
Innovation Group (The) PLC (Application
  Software)                                     14,800        78,653
--------------------------------------------------------------------
iSOFT Group PLC (Application Software)
  (Acquired 06/22/01; Cost $213,827)(b)         62,900       238,114
--------------------------------------------------------------------
Jardine Lloyd Thompson Group PLC (Insurance
  Brokers)                                      10,400        93,099
--------------------------------------------------------------------
JJB Sports PLC (Apparel Retail)                 20,000       133,952
--------------------------------------------------------------------
John David Sports PLC (Apparel Retail)          20,010        88,715
--------------------------------------------------------------------
Luminar PLC (Restaurants)                       14,100       171,833
--------------------------------------------------------------------
Nestor Healthcare Group PLC (Employment
  Services) (Acquired 08/03/01-11/26/01; Cost
  $157,784)(b)                                  22,500       178,542
--------------------------------------------------------------------
PHS Group PLC (Diversified Commercial
  Services)                                     59,020        76,480
--------------------------------------------------------------------
PizzaExpress PLC (Restaurants)                   8,600       111,693
--------------------------------------------------------------------
Reliance Security Group PLC (Diversified
  Commercial Services)                           5,300        50,159
--------------------------------------------------------------------
Torex PLC (IT Consulting & Services)             9,100        96,987
--------------------------------------------------------------------
Vosper Thornycroft Holdings PLC (Aerospace &
  Defense)                                       3,100        70,638
====================================================================
                                                           2,780,097
====================================================================
    Total Foreign Stocks & Other Equity
      Interests (Cost $8,824,931)                          9,758,026
====================================================================

MONEY MARKET FUNDS-5.44%

STIC Liquid Assets Portfolio(c)                282,749       282,749
--------------------------------------------------------------------
STIC Prime Portfolio(c)                        282,749       282,749
====================================================================
    Total Money Market Funds (Cost $565,498)                 565,498
====================================================================
TOTAL INVESTMENTS-99.36% (Cost $9,390,429)                10,323,524
====================================================================
OTHER ASSETS LESS LIABILITIES-0.64%                           66,520
====================================================================
NET ASSETS-100.00%                                       $10,390,044
____________________________________________________________________
====================================================================

Investment Abbreviations:

ADR  - American Depositary Receipt

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) Restricted security. May be resold to qualified institutional buyers in accordance with the provisions of Rule 144A under the Securities Act of 1933, as amended. The aggregate market value of these securities at 12/31/01 was $475,726, which represented 4.58% of the Fund's net assets.
(c) The money market fund and the Fund are affiliated by having the same investment advisor.

See Notes to Financial Statements.

FS-32


STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost $9,390,429)   $10,323,524
------------------------------------------------------------
Foreign currencies, at value (cost $136,370)         139,154
------------------------------------------------------------
Receivables for:
  Fund shares sold                                    80,257
------------------------------------------------------------
  Dividends                                           16,803
------------------------------------------------------------
Investment for deferred compensation plan              9,077
------------------------------------------------------------
Other assets                                          13,463
============================================================
    Total assets                                  10,582,278
============================================================

LIABILITIES:

Payables for:
  Investments purchased                               48,573
------------------------------------------------------------
  Fund shares reacquired                              82,106
------------------------------------------------------------
  Deferred compensation plan                           9,077
------------------------------------------------------------
Accrued distribution fees                              9,168
------------------------------------------------------------
Accrued transfer agent fees                            4,699
------------------------------------------------------------
Accrued operating expenses                            38,611
============================================================
    Total liabilities                                192,234
============================================================
Net assets applicable to shares outstanding      $10,390,044
____________________________________________________________
============================================================

NET ASSETS:

Class A                                          $ 6,969,094
____________________________________________________________
============================================================
Class B                                          $ 2,330,075
____________________________________________________________
============================================================
Class C                                          $ 1,090,875
____________________________________________________________
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                              968,808
____________________________________________________________
============================================================
Class B                                              326,082
____________________________________________________________
============================================================
Class C                                              152,752
____________________________________________________________
============================================================
Class A:
  Net asset value per share                      $      7.19
------------------------------------------------------------
  Offering price per share:
    (Net asset value of $7.19 divided by
      94.50%)                                    $      7.61
____________________________________________________________
============================================================
Class B:
  Net asset value and offering price per share   $      7.15
____________________________________________________________
============================================================
Class C:
  Net asset value and offering price per share   $      7.14
____________________________________________________________
============================================================

STATEMENT OF OPERATIONS
For the year ended December 31, 2001

INVESTMENT INCOME:

Dividends (net of foreign withholding tax of
  $15,183)                                       $   130,234
------------------------------------------------------------
Dividends from affiliated money market funds          27,499
------------------------------------------------------------
Interest                                                 633
============================================================
    Total investment income                          158,366
============================================================

EXPENSES:

Advisory fees                                        107,157
------------------------------------------------------------
Administrative services fees                          50,000
------------------------------------------------------------
Custodian fees                                        89,340
------------------------------------------------------------
Distribution fees -- Class A                          26,996
------------------------------------------------------------
Distribution fees -- Class B                          24,901
------------------------------------------------------------
Distribution fees -- Class C                          10,764
------------------------------------------------------------
Interest                                               1,142
------------------------------------------------------------
Transfer agent fees -- Class A                        26,707
------------------------------------------------------------
Transfer agent fees -- Class B                        10,040
------------------------------------------------------------
Transfer agent fees -- Class C                         4,340
------------------------------------------------------------
Trustees' fees                                         8,277
------------------------------------------------------------
Registration and filing fees                         110,195
------------------------------------------------------------
Professional fees                                     47,989
------------------------------------------------------------
Other                                                 32,161
============================================================
    Total expenses                                   550,009
============================================================
Less: Fees waived and expenses reimbursed           (297,969)
------------------------------------------------------------
    Expenses paid indirectly                            (131)
============================================================
    Net expenses                                     251,909
============================================================
Net investment income (loss)                         (93,543)
============================================================

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES AND FOREIGN CURRENCIES:

Net realized gain (loss) from:
  Investment securities                           (3,820,862)
------------------------------------------------------------
  Foreign currencies                                   5,135
============================================================
                                                  (3,815,727)
============================================================
Change in net unrealized appreciation of:
  Investment securities                              694,312
------------------------------------------------------------
  Foreign currencies                                   3,378
============================================================
                                                     697,690
============================================================
Net gain (loss) from investment securities and
  foreign currencies                              (3,118,037)
============================================================
Net increase (decrease) in net assets resulting
  from operations                                $(3,211,580)
____________________________________________________________
============================================================

See Notes to Financial Statements.

FS-33


STATEMENT OF CHANGES IN NET ASSETS
For the years ended December 31, 2001 and the period August 31, 2000 (date operations commenced) through December 31, 2000

                                                                 2001           2000
                                                              -----------    -----------
OPERATIONS:

  Net investment income (loss)                                $   (93,543)   $   (43,238)
----------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities and
    foreign currencies                                         (3,815,727)      (588,978)
----------------------------------------------------------------------------------------
  Change in net unrealized appreciation of investment
    securities and foreign currencies                             697,690        238,944
========================================================================================
    Net increase (decrease) in net assets resulting from
      operations                                               (3,211,580)      (393,272)
========================================================================================
Distributions to shareholders from net investment income:
  Class A                                                              --        (38,008)
----------------------------------------------------------------------------------------
  Class B                                                              --         (9,040)
----------------------------------------------------------------------------------------
  Class C                                                              --         (3,158)
----------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                         647,205      8,921,798
----------------------------------------------------------------------------------------
  Class B                                                         168,698      2,932,808
----------------------------------------------------------------------------------------
  Class C                                                         256,409      1,118,184
========================================================================================
    Net increase (decrease) in net assets                      (2,139,268)    12,529,312
========================================================================================

NET ASSETS:

  Beginning of year                                            12,529,312             --
========================================================================================
  End of year                                                 $10,390,044    $12,529,312
________________________________________________________________________________________
========================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $13,916,138    $12,962,197
----------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                       (9,077)       (39,040)
----------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities and foreign currencies                          (4,453,651)      (632,789)
----------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities and
    foreign currencies                                            936,634        238,944
========================================================================================
                                                              $10,390,044    $12,529,312
________________________________________________________________________________________
========================================================================================

See Notes to Financial Statements.

FS-34


NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM European Small Company Fund (the "Fund") is a series portfolio of AIM Funds Group (the "Trust"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is to achieve long-term growth of capital.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. 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 New York Stock Exchange ("NYSE").

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.

On December 31, 2001, undistributed net investment income (loss) was increased by $123,506, undistributed net realized gains (losses) decreased by $5,135 and shares of beneficial interest decreased by $118,371 as a result of differing book/tax treatment of foreign currency transactions, net operating loss and other reclassifications. Net assets of the Fund were unaffected by the reclassifications discussed above.

C. Distributions -- Distributions from income and net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

FS-35


The Fund's capital loss carryforward of $4,147,930 is broken down by expiration date as follows:

CAPITAL LOSS
CARRYFORWARD     EXPIRATION
------------     ----------
 $ 220,935    December 31, 2008
-------------------------------
  3,926,995   December 31, 2009
===============================
 $4,147,930
 ______________________________
===============================

As of December 31, 2001, the Fund has a post-October capital loss deferral of $241,078, which will be recognized in the following tax year.

E. Foreign Currency Translations -- Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

F. Foreign Currency Contracts -- A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund may enter into a foreign currency contract to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. The Fund may also enter into a foreign currency contract for the purchase or sale of a security denominated in a foreign currency in order to "lock in" the U.S. dollar price of that security. The Fund could be exposed to risk if counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably.

G. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.95% of the Fund's average daily net assets. Effective July 1, 2001, AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. For the year ended December 31, 2001, AIM waived fees of $107,157 and reimbursed expenses of $190,812.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. For the year ended December 31, 2001, AIM was paid $50,000 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and shareholder services to the Fund. During the year ended December 31, 2001, AFS was paid $24,914 for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.35% of the Fund's average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. For the year ended December 31, 2001, the Class A, Class B and Class C shares paid AIM Distributors $26,996, $24,901 and $10,764, respectively, as compensation under the Plans.
AIM Distributors received commissions of $4,738 from sales of the Class A shares of the Fund during the year ended December 31, 2001. Such commissions are not an expense of the Fund. They are deducted from, and are not included in, the proceeds from sales of Class A shares. During the year ended December 31, 2001, AIM Distributors received $17,064 in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
During the year ended December 31, 2001, the Fund paid legal fees of $3,529 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Board of Trustees. A member of that firm is a trustee of the Trust.

NOTE 3-INDIRECT EXPENSES

For the year ended December 31, 2001, the Fund received reductions in transfer agency fees from AFS (an affiliate of AIM) of $131 under an expense offset arrangement which resulted in a reduction of the Fund's total expenses of $131.

NOTE 4-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an "interested person" of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

NOTE 5-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a syndicate administered by Citibank, N.A. The Fund may borrow up to the lesser of
(i) $1,000,000,000 or (ii) the limits set by its

FS-36


prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the line of credit may borrow on a first come, first served basis. During the year ended December 31, 2001, the Fund did not borrow under the line of credit agreement. The funds which are party to the line of credit are charged a commitment fee of 0.09% on the unused balance of the committed line. The commitment fee is allocated among the funds based on their respective average net assets for the period.

NOTE 6-DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of distributions paid during 2001 and 2000 was as follows:

                                         2001      2000
                                        ------    -------
Distribution paid from ordinary income  $   --    $50,206
_________________________________________________________
=========================================================

As of December 31, 2001, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

Capital loss carryforward                     $(4,147,930)
---------------------------------------------------------
Unrealized appreciation                           621,836
=========================================================
                                              $(3,526,094)
_________________________________________________________
=========================================================

The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales, the tax deferral of capital losses incurred after October 31, and other deferrals.

NOTE 7-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund during the year ended December 31, 2001 was $17,527,664 and $16,015,249, respectively.
The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized appreciation of
  investment securities                         $958,986
--------------------------------------------------------
Aggregate unrealized (depreciation) of
  investment securities                          (90,533)
========================================================
Net unrealized appreciation of investment
  securities                                    $868,453
________________________________________________________
========================================================
Cost of investments for tax purposes is $9,455,071.

NOTE 8-SHARE INFORMATION

Changes in shares outstanding during the year ended December 31, 2001 and the period August 31, 2000 (date operations commenced) through December 31, 2000:

                                                                         2001                         2000
                                                              --------------------------    ------------------------
                                                                SHARES         AMOUNT        SHARES        AMOUNT
                                                              ----------    ------------    ---------    -----------
Sold:
  Class A                                                      1,443,910    $ 10,877,574    1,020,627    $ 9,668,343
--------------------------------------------------------------------------------------------------------------------
  Class B                                                         87,474         690,405      314,840      2,969,953
--------------------------------------------------------------------------------------------------------------------
  Class C                                                        275,312       2,057,628      119,558      1,140,988
====================================================================================================================
Issued as reinvestment of dividends:
  Class A                                                             --              --        4,177         37,222
--------------------------------------------------------------------------------------------------------------------
  Class B                                                             --              --        1,014          9,037
--------------------------------------------------------------------------------------------------------------------
  Class C                                                             --              --          353          3,141
====================================================================================================================
Reacquired:
  Class A                                                     (1,413,403)    (10,230,369)     (86,503)      (783,767)
--------------------------------------------------------------------------------------------------------------------
  Class B                                                        (72,117)       (521,707)      (5,129)       (46,182)
--------------------------------------------------------------------------------------------------------------------
  Class C                                                       (239,549)     (1,801,219)      (2,922)       (25,945)
====================================================================================================================
                                                                  81,627    $  1,072,312    1,366,015    $12,972,790
____________________________________________________________________________________________________________________
====================================================================================================================

FS-37


NOTE 9-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

                                                                          CLASS A
                                                              --------------------------------
                                                                              AUGUST 31, 2000
                                                                              (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,      DECEMBER 31,
                                                                2001(a)           2000(a)
                                                              ------------    ----------------
Net asset value, beginning of period                            $  9.17            $10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.05)            (0.04)
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (1.93)            (0.74)
==============================================================================================
    Total from investment operations                              (1.98)            (0.78)
==============================================================================================
Less dividends from net investment income                            --             (0.05)
==============================================================================================
Net asset value, end of period                                  $  7.19            $ 9.17
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                  (21.59)%           (7.84)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $ 6,969            $8,606
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 2.01%(c)          2.07%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers                                              4.65%(c)          6.28%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (0.61)%(c)        (1.28)%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                             152%               25%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $7,713,136.
(d) Annualized.

                                                                          CLASS B
                                                              --------------------------------
                                                                              AUGUST 31, 2000
                                                                              (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,      DECEMBER 31,
                                                                2001(a)           2000(a)
                                                              ------------    ----------------
Net asset value, beginning of period                            $  9.17            $10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.10)            (0.06)
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (1.92)            (0.74)
==============================================================================================
    Total from investment operations                              (2.02)            (0.80)
==============================================================================================
Less dividends from net investment income                            --             (0.03)
==============================================================================================
Net asset value, end of period                                  $  7.15            $ 9.17
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                  (22.03)%           (7.99)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $ 2,330            $2,851
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 2.71%(c)          2.77%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers                                              5.36%(c)          6.98%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (1.31)%(c)        (1.98)%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                             152%               25%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $2,490,126.
(d) Annualized.

FS-38


NOTE 9-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                          CLASS C
                                                              --------------------------------
                                                                              AUGUST 31, 2000
                                                                              (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,      DECEMBER 31,
                                                                2001(a)           2000(a)
                                                              ------------    ----------------
Net asset value, beginning of period                            $  9.17            $10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.10)            (0.06)
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (1.93)            (0.74)
==============================================================================================
    Total from investment operations                              (2.03)            (0.80)
==============================================================================================
Less dividends from net investment income                            --             (0.03)
==============================================================================================
Net asset value, end of period                                  $  7.14            $ 9.17
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                  (22.14)%           (7.99)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $ 1,091            $1,073
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 2.71%(c)          2.77%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers                                              5.36%(c)          6.98%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (1.31)%(c)        (1.98)%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                             152%               25%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $1,076,384.
(d) Annualized.

FS-39


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of
AIM Global Utilities Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM Global Utilities Fund (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, and the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for each of the periods ended on or before December 31, 1999 were audited by other independent accountants whose report, dated February 14, 2000, expressed an unqualified opinion thereon.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-40


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                                MARKET
                                                 SHARES         VALUE
DOMESTIC STOCKS-72.19%

BROADCASTING & CABLE TV-1.22%

Univision Communications Inc.-Class A(a)            84,100   $  3,402,686
=========================================================================

CONSTRUCTION & ENGINEERING-0.97%

Quanta Services, Inc.(a)                           175,300      2,704,879
=========================================================================

DIVERSIFIED METALS & MINING-0.62%

Peabody Energy Corp.                                61,000      1,719,590
=========================================================================

ELECTRIC UTILITIES-35.41%

AES Corp. (The)(a)                                  62,800      1,026,780
-------------------------------------------------------------------------
Allegheny Energy, Inc.                             286,000     10,358,920
-------------------------------------------------------------------------
Calpine Corp.(a)                                   132,000      2,216,280
-------------------------------------------------------------------------
Constellation Energy Group, Inc.                   114,000      3,026,700
-------------------------------------------------------------------------
DTE Energy Co.                                     172,000      7,213,680
-------------------------------------------------------------------------
Duke Energy Corp.                                  192,000      7,537,920
-------------------------------------------------------------------------
Edison International(a)                             51,000        770,100
-------------------------------------------------------------------------
Exelon Corp.                                        68,500      3,279,780
-------------------------------------------------------------------------
FirstEnergy Corp.                                  100,000      3,498,000
-------------------------------------------------------------------------
FPL Group, Inc.                                    175,000      9,870,000
-------------------------------------------------------------------------
Mirant Corp.(a)                                    193,850      3,105,477
-------------------------------------------------------------------------
Mirant Trust I-Series A, $3.13 Conv. Pfd.           30,600      1,243,890
-------------------------------------------------------------------------
Niagara Mohawk Holdings Inc.(a)                    510,300      9,047,619
-------------------------------------------------------------------------
NRG Energy, Inc.(a)                                192,300      2,980,650
-------------------------------------------------------------------------
PG&E Corp.                                          72,000      1,385,280
-------------------------------------------------------------------------
Pinnacle West Capital Corp.                        273,600     11,450,160
-------------------------------------------------------------------------
PPL Corp.                                           83,000      2,892,550
-------------------------------------------------------------------------
Public Service Enterprise Group Inc.                67,000      2,826,730
-------------------------------------------------------------------------
Reliant Energy, Inc.                               163,000      4,322,760
-------------------------------------------------------------------------
Reliant Resources, Inc.(a)                          56,000        924,560
-------------------------------------------------------------------------
Southern Co. (The)                                 122,500      3,105,375
-------------------------------------------------------------------------
Xcel Energy, Inc.                                  226,000      6,269,240
=========================================================================
                                                               98,352,451
=========================================================================

GAS UTILITIES-8.24%

El Paso Corp.                                       72,900      3,252,069
-------------------------------------------------------------------------
El Paso Energy Cap Trust I-$2.38 Conv. Pfd.         74,500      4,162,687
-------------------------------------------------------------------------
KeySpan Corp.                                       75,000      2,598,750
-------------------------------------------------------------------------
NiSource Inc.                                      431,000      9,938,860
-------------------------------------------------------------------------
Sempra Energy                                      119,000      2,921,450
=========================================================================
                                                               22,873,816
=========================================================================

                                                                MARKET
                                                 SHARES         VALUE

HEAVY ELECTRICAL EQUIPMENT-0.52%

Active Power, Inc.(a)                               65,500   $    445,400
-------------------------------------------------------------------------
Global Power Equipment Group Inc.(a)                66,000        993,300
=========================================================================
                                                                1,438,700
=========================================================================

INDUSTRIAL CONGLOMERATES-1.87%

General Electric Co.                               129,600      5,194,368
=========================================================================

INTEGRATED OIL & GAS-1.12%

ChevronTexaco Corp.                                 34,800      3,118,428
=========================================================================

INTEGRATED TELECOMMUNICATION SERVICES-10.87%

BellSouth Corp.                                    211,000      8,049,650
-------------------------------------------------------------------------
Qwest Communications International Inc.            152,100      2,149,173
-------------------------------------------------------------------------
SBC Communications Inc.                            366,693     14,363,365
-------------------------------------------------------------------------
Verizon Communications Inc.                        118,462      5,622,207
=========================================================================
                                                               30,184,395
=========================================================================

MOVIES & ENTERTAINMENT-0.60%

Viacom Inc.-Class B(a)                              38,000      1,677,700
=========================================================================

MULTI-UTILITIES-8.21%

Aquila, Inc.(a)                                    104,200      1,781,820
-------------------------------------------------------------------------
Dynegy Inc.-Class A                                272,000      6,936,000
-------------------------------------------------------------------------
Energy East Corp.                                  475,200      9,024,048
-------------------------------------------------------------------------
Williams Cos., Inc. (The)                          198,700      5,070,824
=========================================================================
                                                               22,812,692
=========================================================================

NETWORKING EQUIPMENT-0.51%

Cisco Systems, Inc.(a)                              77,700      1,407,147
=========================================================================

OIL & GAS EXPLORATION & PRODUCTION-1.14%

Anadarko Petroleum Corp.                            19,500      1,108,575
-------------------------------------------------------------------------
Apache Corp.                                        41,250      2,057,550
=========================================================================
                                                                3,166,125
=========================================================================

TELECOMMUNICATIONS EQUIPMENT-0.60%

Comverse Technology, Inc.(a)                        35,000        782,950
-------------------------------------------------------------------------
JDS Uniphase Corp.(a)                               99,900        872,127
=========================================================================
                                                                1,655,077
=========================================================================

WIRELESS TELECOMMUNICATION SERVICES-0.29%

MediaOne Group, Inc.-$3.04 Conv. Pfd.               29,200        792,780
=========================================================================
    Total Domestic Stocks (Cost $182,713,948)                 200,500,834
=========================================================================

FS-41


                                                                MARKET
                                                 SHARES         VALUE
FOREIGN STOCKS & OTHER EQUITY
  INTERESTS-13.48%

BRAZIL-1.05%

Companhia Paranaense de Energia-Copel-ADR
  (Electric Utilities)                             370,000   $  2,904,500
=========================================================================

CANADA-0.44%

Westcoast Energy Inc. (Gas Utilities)               46,300      1,223,709
=========================================================================

FINLAND-0.73%

Nokia Oyj-ADR (Telecommunications Equipment)        83,100      2,038,443
=========================================================================

FRANCE-1.66%

Suez S.A. (Multi-Utilities)                        124,500      3,774,778
-------------------------------------------------------------------------
TotalFinaElf S.A. (Integrated Oil & Gas)             5,800        829,613
=========================================================================
                                                                4,604,391
=========================================================================

GERMANY-0.95%

E.On A.G. (Electric Utilities)                      50,560      2,633,074
=========================================================================

GREECE-0.32%

Public Power Corp.-GDR (Electric Utilities)
  (Acquired 12/10/01; Cost $923,391)(a)(b)          81,800        875,342
=========================================================================

ITALY-1.92%

ACEA S.p.A. (Multi-Utilities)(c)                   388,800      2,641,948
-------------------------------------------------------------------------
Snam Rete Gas S.p.A. (Gas Utilities)(a)(c)         210,200        556,714
-------------------------------------------------------------------------
Telecom Italia S.p.A. (Integrated
  Telecommunication Services)                      400,400      2,142,340
=========================================================================
                                                                5,341,002
=========================================================================

JAPAN-0.75%

NTT DoCoMo, Inc. (Wireless Telecommunication
  Services)                                            179      2,093,567
=========================================================================

SPAIN-3.00%

Endesa, S.A. (Electric Utilities)                  227,000      3,556,647
-------------------------------------------------------------------------
Telefonica, S.A. (Integrated
  Telecommunication Services)(a)                   355,838      4,769,298
=========================================================================
                                                                8,325,945
=========================================================================

UNITED KINGDOM-2.66%

Kelda Group PLC (Water Utilities)                  538,407      2,782,918
-------------------------------------------------------------------------
National Grid Group PLC (Electric Utilities)       131,526        819,628
-------------------------------------------------------------------------
United Utilities PLC (Multi-Utilities)             151,936      1,361,602
-------------------------------------------------------------------------
Vodafone Group PLC (Wireless
  Telecommunication Services)                      930,665      2,435,699
=========================================================================
                                                                7,399,847
=========================================================================
    Total Foreign Stocks & Other Equity
      Interests (Cost $41,540,128)                             37,439,820
=========================================================================

                                                                MARKET
                                                 SHARES         VALUE

                                                PRINCIPAL       MARKET
                                                 AMOUNT         VALUE
U.S. DOLLAR DENOMINATED BONDS & NOTES-5.49%

COMPUTER HARDWARE-0.15%

Candescent Technologies Corp., Sr. Conv.
  Unsec. Gtd. Sub. Deb., 8.00%, 05/01/03
  (Acquired 04/19/01; Cost $34,200)(b)(d)(e)   $   190,000   $     16,150
-------------------------------------------------------------------------
Candescent Technologies Corp., Sr. Conv.
  Unsec. Gtd. Sub. Deb., 8.00%, 05/01/03
  (Acquired 04/17/98-04/19/01; Cost
  $4,522,130)(b)(d)(e)                           4,676,000        397,460
=========================================================================
                                                                  413,610
=========================================================================

ELECTRIC UTILITIES-1.84%

Mirant Corp., Sr. Notes, 7.90%, 07/15/09
  (Acquired 10/16/00; Cost $5,422,184)(b)        5,730,000      5,114,025
=========================================================================

GAS UTILITIES-1.67%

Limestone Electron Trust, Sr. Notes, 8.63%,
  03/15/03 (Acquired 03/15/00; Cost
  $4,550,000)(b)                                 4,550,000      4,632,901
=========================================================================

INTEGRATED TELECOMMUNICATION SERVICES-0.70%

AT&T Corp., Unsec. Notes, 7.75%, 03/01/07        1,850,000      1,945,127
=========================================================================

MULTI-UTILITIES-0.40%

Dynegy Inc., Sr. Unsec. Deb., 7.13%, 05/15/18    1,400,000      1,097,250
=========================================================================

TELECOMMUNICATIONS EQUIPMENT-0.73%

Nortel Networks Corp., Sr. Conv. Unsec. Gtd.
  Yankee Notes, 4.25%, 09/01/08 (Acquired
  08/09/01-08/15/01; Cost $2,108,799)(b)         2,100,000      2,031,750
=========================================================================
    Total U.S. Dollar Denominated Bonds &
      Notes (Cost $19,968,460)                                 15,234,663
=========================================================================

                                                PRINCIPAL
                                                AMOUNT(f)
oew
NON-U.S. DOLLAR DENOMINATED BONDS &
  NOTES-2.20%

CANADA-0.50%

Teleglobe Canada Inc. (Integrated
  Telecommunication Services), Unsec. Deb.
  8.35%, 06/20/03                  CAD           2,400,000      1,382,081
=========================================================================

UNITED KINGDOM-1.70%

National Grid Co. PLC (Electric Utilities),
  Conv. Bonds, 4.25%, 02/17/08 (Acquired
  02/05/98; Cost $4,574,700)(b)           GBP    2,760,000      4,729,266
=========================================================================
    Total Non-U.S. Dollar Denominated Bonds &
      Notes (Cost $6,366,071)                                   6,111,347
=========================================================================

FS-42


                                                                MARKET
                                                 SHARES         VALUE

                                                                MARKET
                                                 SHARES         VALUE
MONEY MARKET FUNDS-7.26%

STIC Liquid Assets Portfolio(g)                 10,073,857   $ 10,073,857
-------------------------------------------------------------------------
STIC Prime Portfolio(g)                         10,073,857     10,073,857
=========================================================================
    Total Money Market Funds (Cost
      $20,147,714)                                             20,147,714
=========================================================================
TOTAL INVESTMENTS-100.62% (Cost $270,736,321)                 279,434,378
=========================================================================
OTHER ASSETS LESS LIABILITIES-(0.62%)                          (1,708,814)
=========================================================================
NET ASSETS-100.00%                                           $277,725,564
_________________________________________________________________________
=========================================================================

Investment Abbreviations:

ADR     - American Depositary Receipt
CAD     - Canadian Dollars
Conv.   - Convertible
Deb.    - Debentures
GBP     - British Pound Sterling
GDR     - Global Depositary Receipt
Gtd.    - Guaranteed
Pfd.    - Preferred
Sr.     - Senior
Sub.    - Subordinated
Unsec.  - Unsecured

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) Restricted security. May be resold to qualified institutional buyers in accordance with the provisions of Rule 144A under the Securities Act of 1933, as amended. The aggregate market value of these securities at 12/31/01 was $17,796,894, which represented 6.41% of the Fund's net assets.
(c) Represents a security sold under Rule 144A, which is exempt from registration and may be resold to qualified institutional buyers in accordance with the provisions of Rule 144A under the Securities Act of 1933, as amended.
(d) Defaulted security. Currently, the issuer is in default with respect to interest payments.
(e) Security fair valued in accordance with the procedures established by the Board of Trustees.
(f) Foreign denominated security. Par value is denominated in currency indicated.
(g) The money market fund and the Fund are affiliated by having the same investment advisor.

See Notes to Financial Statements.

FS-43


STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost
  $270,736,321)*                                $279,434,378
------------------------------------------------------------
Foreign currencies, at value (cost $63,696)           63,222
------------------------------------------------------------
Receivables for:
  Fund shares sold                                   955,353
------------------------------------------------------------
  Dividends and interest                             936,407
------------------------------------------------------------
Investment for deferred compensation plan             47,160
------------------------------------------------------------
Collateral for securities loaned                  43,287,594
------------------------------------------------------------
Other assets                                          19,288
============================================================
    Total assets                                 324,743,402
============================================================

LIABILITIES:

Payables for:
  Investments purchased                            2,400,240
------------------------------------------------------------
  Fund shares reacquired                             869,228
------------------------------------------------------------
  Dividends                                            1,884
------------------------------------------------------------
  Deferred compensation plan                          47,160
------------------------------------------------------------
  Collateral upon return of securities loaned     43,287,594
------------------------------------------------------------
Accrued distribution fees                            259,570
------------------------------------------------------------
Accrued transfer agent fees                           83,917
------------------------------------------------------------
Accrued operating expenses                            68,245
============================================================
    Total liabilities                             47,017,838
============================================================
Net assets applicable to shares outstanding     $277,725,564
____________________________________________________________
============================================================

NET ASSETS:

Class A                                         $171,431,993
____________________________________________________________
============================================================
Class B                                         $ 94,614,911
____________________________________________________________
============================================================
Class C                                         $ 11,678,660
____________________________________________________________
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                           10,960,466
____________________________________________________________
============================================================
Class B                                            6,065,482
____________________________________________________________
============================================================
Class C                                              748,962
____________________________________________________________
============================================================
Class A:
  Net asset value per share                     $      15.64
------------------------------------------------------------
  Offering price per share:
    (Net asset value of $15.64 divided
      by 94.50%)                                $      16.55
____________________________________________________________
============================================================
Class B:
  Net asset value and offering price per share  $      15.60
____________________________________________________________
============================================================
Class C:
  Net asset value and offering price per share  $      15.59
____________________________________________________________
============================================================

* At December 31, 2001, securities with an aggregate market value of $41,953,857 were on loan to brokers.

STATEMENT OF OPERATIONS
For the year ended December 31, 2001

INVESTMENT INCOME:

Dividends (net of foreign withholding tax of
  $132,965)                                    $   6,989,312
------------------------------------------------------------
Dividends from affiliated money market funds       1,152,539
------------------------------------------------------------
Interest                                           1,505,757
------------------------------------------------------------
Security lending income                              111,495
============================================================
    Total investment income                        9,759,103
============================================================

EXPENSES:

Advisory fees                                      2,017,671
------------------------------------------------------------
Administrative services fees                          92,707
------------------------------------------------------------
Custodian fees                                        88,988
------------------------------------------------------------
Distribution fees -- Class A                         543,963
------------------------------------------------------------
Distribution fees -- Class B                       1,309,131
------------------------------------------------------------
Distribution fees -- Class C                         150,360
------------------------------------------------------------
Transfer agent fees -- Class A                       446,210
------------------------------------------------------------
Transfer agent fees -- Class B                       278,443
------------------------------------------------------------
Transfer agent fees -- Class C                        31,981
------------------------------------------------------------
Trustees' fees                                         9,188
------------------------------------------------------------
Other                                                219,507
============================================================
    Total expenses                                 5,188,149
============================================================
Less: Fees waived                                     (1,934)
------------------------------------------------------------
    Expenses paid indirectly                          (5,313)
============================================================
    Net expenses                                   5,180,902
============================================================
Net investment income                              4,578,201
============================================================

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCIES
  AND OPTION CONTRACTS:

Net realized gain (loss) from:
  Investment securities                          (27,084,087)
------------------------------------------------------------
  Foreign currencies                                (101,277)
------------------------------------------------------------
  Option contracts written                           226,433
============================================================
                                                 (26,958,931)
============================================================
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                         (100,091,630)
------------------------------------------------------------
  Foreign currencies                                  (5,794)
============================================================
                                                (100,097,424)
============================================================
Net gain (loss) from investment securities,
  foreign currencies and option contracts       (127,056,355)
============================================================
Net increase (decrease) in net assets
  resulting from operations                    $(122,478,154)
____________________________________________________________
============================================================

See Notes to Financial Statements.

FS-44


STATEMENT OF CHANGES IN NET ASSETS
For the years ended December 31, 2001 and 2000

                                                                  2001             2000
                                                              -------------    ------------
OPERATIONS:

  Net investment income                                       $   4,578,201    $  4,203,120
-------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities,
    foreign currencies and option contracts                     (26,958,931)     45,142,732
-------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities, and foreign currencies              (100,097,424)    (68,125,918)
===========================================================================================
    Net increase (decrease) in net assets resulting from
      operations                                               (122,478,154)    (18,780,066)
===========================================================================================
Distributions to shareholders from net investment income:
  Class A                                                        (3,297,866)     (2,905,816)
-------------------------------------------------------------------------------------------
  Class B                                                          (987,904)       (587,054)
-------------------------------------------------------------------------------------------
  Class C                                                          (115,036)        (56,822)
-------------------------------------------------------------------------------------------
Distributions to shareholders from net realized gains:
  Class A                                                        (1,890,557)    (28,679,886)
-------------------------------------------------------------------------------------------
  Class B                                                        (1,101,351)    (17,296,532)
-------------------------------------------------------------------------------------------
  Class C                                                          (130,115)     (1,858,159)
-------------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                       (18,046,172)     70,873,896
-------------------------------------------------------------------------------------------
  Class B                                                       (19,327,801)     43,074,650
-------------------------------------------------------------------------------------------
  Class C                                                          (646,339)     14,197,274
===========================================================================================
    Net increase (decrease) in net assets                      (168,021,295)     57,981,485
===========================================================================================

NET ASSETS:

  Beginning of year                                             445,746,859     387,765,374
===========================================================================================
  End of year                                                 $ 277,725,564    $445,746,859
___________________________________________________________________________________________
===========================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $ 295,785,459    $333,805,771
-------------------------------------------------------------------------------------------
  Undistributed net investment income                               116,903         126,568
-------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities, foreign currencies and option contracts         (26,875,713)      3,125,318
-------------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities and
    foreign currencies                                            8,698,915     108,689,202
===========================================================================================
                                                              $ 277,725,564    $445,746,859
___________________________________________________________________________________________
===========================================================================================

NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Global Utilities Fund (the "Fund") is a series portfolio of AIM Funds Group (the "Trust"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is to achieve a high total return.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A

FS-45


security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. 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 New York Stock Exchange ("NYSE").

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Bond premiums and discounts are amortized and/or accreted for financial reporting purposes.

On December 31, 2001, undistributed net investment income was decreased and undistributed net realized gains increased by $79,923 as a result of foreign currency reclassifications, distribution reclassifications, differing book/tax treatment of bond premium amortization, and other reclassifications. Net assets of the Fund were unaffected by the reclassification discussed above.

C. Distributions -- Distributions from income are declared and paid quarterly and are recorded on ex-dividend date. Distributions from net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

The Fund has a capital loss carryforward of $16,817,392 as of December 31, 2001 which may be carried forward to offset future taxable gains, if any, which expires, if not previously utilized, in the year 2009. As of December 31, 2001 the fund has a post-October capital loss deferral of $10,017,714 which will be recognized in the following tax year.

E. Foreign Currency Translations -- Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

F. Foreign Currency Contracts -- A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund may enter into a foreign currency contract to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. The Fund may also enter into a foreign currency contract for the purchase or sale of a security denominated in a foreign currency in order to "lock in" the U.S. dollar price of that security. The Fund could be exposed to risk if counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably.

G. Covered Call Options -- The Fund may write call options, on a covered basis; that is, the Fund will own the underlying security. When the Fund writes a covered call option, an amount equal to the premium received by the Fund is recorded as an asset and an equivalent liability. The amount of the liability is subsequently "marked-to-market" to reflect the

FS-46


current market value of the option written. The current market value of a written option is the mean between the last bid and asked prices on that day. If a written call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received.

H. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-CHANGE IN ACCOUNTING PRINCIPLE

As required, effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Prior to January 1, 2001, the Fund did not amortize premiums on debt securities. The cumulative effect of this accounting change had no impact on total net assets of the Fund, but resulted in a $107,137 reduction in the cost of securities and a corresponding $107,137 increase in net unrealized gains and losses, based on securities held by the Fund on January 1, 2001.
The effect of this change in 2001 was to decrease net investment income by $14,448, increase net unrealized gains and losses by $13,095 and increase net realized gains and losses by $1,353. As a result, the net investment income per share decreased by $0.01, the net realized and unrealized gains and losses per share increased by $0.01 and the ratio of net investment income to average net assets decreased by 0.04%.

NOTE 3-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at an annual rate of 0.60% on the first $200 million of the Fund's average daily net assets, plus 0.50% on the next $300 million of the Fund's average daily net assets, plus 0.40% on the next $500 million of the Fund's average daily net assets, plus 0.30% on the Fund's average daily net assets in excess of $1 billion. AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. For the year ended December 31, 2001, AIM waived fees of $1,934.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. For the year ended December 31, 2001, AIM was paid $92,707 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and shareholder services to the Fund. During the year ended December 31, 2001, AFS was paid $401,224 for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.25% of the Fund's average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. For the year ended December 31, 2001, the Class A, Class B and Class C shares paid AIM Distributors $543,963, $1,309,131 and $150,360, respectively, as compensation under the Plans.
AIM Distributors received commissions of $69,443 from sales of the Class A shares of the Fund during the year ended December 31, 2001. Such commissions are not an expense of the Fund. They are deducted from, and are not included in, the proceeds from sales of Class A shares. During the year ended December 31, 2001, AIM Distributors received $9,778 in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
During the year ended December 31, 2001, the Fund paid legal fees of $5,426 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Board of Trustees. A member of that firm is a trustee of the Trust.

NOTE 4-INDIRECT EXPENSES

For the year ended December 31, 2001, the Fund received reductions in transfer agency fees from AFS (an affiliate of AIM) of $5,233 and reductions in custodian fees of $80 under expense offset arrangements which resulted in a reduction of the Fund's total expenses of $5,313.

NOTE 5-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an "interested person" of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

NOTE 6-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a syndicate administered by Citibank, N.A. The Fund may borrow up to the lesser of
(i) $1,000,000,000 or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by

FS-47


AIM which are parties to the line of credit may borrow on a first come, first served basis. During the year ended December 31, 2001, the Fund did not borrow under the line of credit agreement. The funds which are party to the line of credit are charged a commitment fee of 0.09% on the unused balance of the committed line. The commitment fee is allocated among the funds based on their respective average net assets for the period.

NOTE 7-PORTFOLIO SECURITIES LOANED

The Fund may lend portfolio securities to the extent of one-third of the Fund's total assets. Such loans are secured by collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Cash collateral pursuant to these loans is invested in short-term money market instruments or affiliated money market funds. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. It is the Fund's policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day. Therefore, the value of the collateral may be temporarily less than the value of the securities on loan.
At December 31, 2001, securities with an aggregate value of $41,953,857 were on loan to brokers. The loans were secured by cash collateral of $43,287,594 received by the Fund and subsequently invested in affiliated money market funds as follows: $21,643,797 in STIC Liquid Assets Portfolio and $21,643,797 in STIC Prime Portfolio. For the year ended December 31, 2001, the Fund received fees of $111,495 for securities lending.

NOTE 8-DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of distributions paid during 2001 and 2000 was as follows:

                                     2001          2000
                                  ----------    -----------
Distributions paid from:
  Ordinary income                 $4,851,946    $29,323,123
-----------------------------------------------------------
  Long-term capital gain           2,670,883     22,061,146
===========================================================
                                  $7,522,829    $51,384,269
___________________________________________________________
===========================================================

As of December 31, 2001, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

Undistributed ordinary income                $    250,637
---------------------------------------------------------
Capital loss carryover                        (16,817,392)
---------------------------------------------------------
Unrealized depreciation                        (1,493,140)
=========================================================
                                             $(18,059,895)
_________________________________________________________
=========================================================

The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales, the tax deferral of capital losses incurred after October 31, and other deferrals.

NOTE 9-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund during the year ended December 31, 2001 was $64,203,976 and $104,225,654, respectively.
The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized appreciation of
  investment securities                      $ 39,756,018
---------------------------------------------------------
Aggregate unrealized (depreciation) of
  investment securities                       (31,175,217)
=========================================================
Net unrealized appreciation of investment
  securities                                 $  8,580,801
_________________________________________________________
=========================================================
Cost of investments for tax purposes is $270,853,577.

NOTE 10-CALL OPTION CONTRACTS

Transactions in call options written during the year ended December 31, 2001 are summarized as follows:

                                   CALL OPTION CONTRACTS
                                   ----------------------
                                   NUMBER OF    PREMIUMS
                                   CONTRACTS    RECEIVED
                                   ---------    ---------
Beginning of year                      --       $      --
---------------------------------------------------------
Written                               336         226,433
---------------------------------------------------------
Expired                              (336)       (226,433)
=========================================================
End of year                            --       $      --
_________________________________________________________
=========================================================

FS-48


NOTE 11-SHARE INFORMATION

Changes in shares outstanding during the years ended December 31, 2001 and 2000 were as follows:

                                                                         2001                          2000
                                                              --------------------------    --------------------------
                                                                SHARES         AMOUNT         SHARES         AMOUNT
                                                              ----------    ------------    ----------    ------------
Sold:
  Class A                                                      1,794,576    $ 34,716,035     3,794,538    $106,076,315
----------------------------------------------------------------------------------------------------------------------
  Class B                                                        859,987      17,105,311     1,986,260      53,880,447
----------------------------------------------------------------------------------------------------------------------
  Class C                                                        226,533       4,463,280       558,391      15,179,433
======================================================================================================================
Issued as reinvestment of dividends:
  Class A                                                        283,142       4,686,155     1,299,861      29,276,481
----------------------------------------------------------------------------------------------------------------------
  Class B                                                        111,990       1,793,582       717,979      15,980,083
----------------------------------------------------------------------------------------------------------------------
  Class C                                                         12,912         207,366        81,046       1,800,992
======================================================================================================================
Reacquired:
  Class A                                                     (3,018,253)    (57,448,362)   (2,334,702)    (64,478,900)
----------------------------------------------------------------------------------------------------------------------
  Class B                                                     (2,091,008)    (38,226,694)     (998,532)    (26,785,880)
----------------------------------------------------------------------------------------------------------------------
  Class C                                                       (282,906)     (5,316,985)     (104,539)     (2,783,151)
======================================================================================================================
                                                              (2,103,027)   $(38,020,312)    5,000,302    $128,145,820
______________________________________________________________________________________________________________________
======================================================================================================================

NOTE 12-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

                                                                                       CLASS A
                                                              ----------------------------------------------------------
                                                                               YEAR ENDED DECEMBER 31,
                                                              ----------------------------------------------------------
                                                              2001(A)       2000(A)     1999(A)       1998        1997
                                                              --------      --------    --------    --------    --------
Net asset value, beginning of period                          $  22.45      $  26.08    $  21.01    $  19.26    $  16.01
------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                           0.29(b)       0.33        0.38        0.48        0.47
------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                  (6.63)        (1.00)       6.60        2.53        3.26
========================================================================================================================
    Total from investment operations                             (6.34)        (0.67)       6.98        3.01        3.73
========================================================================================================================
Less distributions:
  Dividends from net investment income                           (0.29)        (0.28)      (0.35)      (0.46)      (0.47)
------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                          (0.18)        (2.68)      (1.56)      (0.80)      (0.01)
========================================================================================================================
    Total distributions                                          (0.47)        (2.96)      (1.91)      (1.26)      (0.48)
========================================================================================================================
Net asset value, end of period                                $  15.64      $  22.45    $  26.08    $  21.01    $  19.26
________________________________________________________________________________________________________________________
========================================================================================================================
Total return(c)                                                 (28.33)%       (2.54)%     34.15%      16.01%      23.70%
________________________________________________________________________________________________________________________
========================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $171,432      $267,200    $238,432    $196,665    $179,456
________________________________________________________________________________________________________________________
========================================================================================================================
Ratio of expenses to average net assets                           1.12%(d)      1.03%       1.10%       1.06%       1.13%
========================================================================================================================
Ratio of net investment income to average net assets              1.53%(b)(d)     1.23%     1.69%       2.39%       2.79%
________________________________________________________________________________________________________________________
========================================================================================================================
Portfolio turnover rate                                             19%           52%         37%         38%         26%
________________________________________________________________________________________________________________________
========================================================================================================================

(a) Calculated using average shares outstanding.
(b) As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been $0.30 and the ratio of net investment income to average net assets would have been 1.57%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.
(c) Does not include sales charges.
(d) Ratios are based on average daily net assets of $217,585,019.

FS-49


                                                                                      CLASS B
                                                              --------------------------------------------------------
                                                                              YEAR ENDED DECEMBER 31,
                                                              --------------------------------------------------------
                                                              2001(A)      2000(A)     1999(A)       1998       1997
                                                              -------      --------    --------    --------    -------
Net asset value, beginning of period                          $22.38       $  26.03    $ 20.98     $  19.24    $ 16.01
----------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                         0.15(b)        0.13       0.21         0.33       0.34
----------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                (6.60)         (1.01)      6.59         2.53       3.25
======================================================================================================================
    Total from investment operations                           (6.45)         (0.88)      6.80         2.86       3.59
======================================================================================================================
Less distributions:
  Dividends from net investment income                         (0.15)         (0.09)     (0.19)       (0.32)     (0.35)
----------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                        (0.18)         (2.68)     (1.56)       (0.80)     (0.01)
======================================================================================================================
    Total distributions                                        (0.33)         (2.77)     (1.75)       (1.12)     (0.36)
======================================================================================================================
Net asset value, end of period                                $15.60       $  22.38    $ 26.03     $  20.98    $ 19.24
______________________________________________________________________________________________________________________
======================================================================================================================
Total return(c)                                               (28.87)%        (3.28)%    33.16%       15.14%     22.74%
______________________________________________________________________________________________________________________
======================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $94,615      $160,820    $142,632    $111,866    $94,227
______________________________________________________________________________________________________________________
======================================================================================================================
Ratio of expenses to average net assets                         1.88%(d)       1.80%      1.84%        1.81%      1.91%
======================================================================================================================
Ratio of net investment income to average net assets            0.78%(b)(d)     0.46%     0.95%        1.64%      2.01%
______________________________________________________________________________________________________________________
======================================================================================================================
Portfolio turnover rate                                           19%            52%        37%          38%        26%
______________________________________________________________________________________________________________________
======================================================================================================================

(a) Calculated using average shares outstanding.
(b) As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been the same and the ratio of net investment income to average net assets would have been 0.81%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.
(c) Does not include contingent deferred sales charges.
(d) Ratios are based on average daily net assets of $130,913,088.

                                                                                        CLASS C
                                                              -----------------------------------------------------------
                                                                                                           AUGUST 4, 1997
                                                                                                            (DATE SALES
                                                                       YEAR ENDED DECEMBER 31,             COMMENCED) TO
                                                              -----------------------------------------     DECEMBER 31,
                                                              2001(A)      2000(A)    1999(A)     1998          1997
                                                              -------      -------    -------    ------    --------------
Net asset value, beginning of period                          $22.37       $26.02     $20.97     $19.24      $   17.67
-------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                         0.15(b)      0.13       0.21       0.33           0.13
-------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                (6.60)       (1.01)      6.59       2.52           1.58
=========================================================================================================================
    Total from investment operations                           (6.45)       (0.88)      6.80       2.85           1.71
=========================================================================================================================
Less distributions:
  Dividends from net investment income                         (0.15)       (0.09)     (0.19)     (0.32)         (0.13)
-------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                        (0.18)       (2.68)     (1.56)     (0.80)         (0.01)
=========================================================================================================================
    Total distributions                                        (0.33)       (2.77)     (1.75)     (1.12)         (0.14)
=========================================================================================================================
Net asset value, end of period                                $15.59       $22.37     $26.02     $20.97      $   19.24
_________________________________________________________________________________________________________________________
=========================================================================================================================
Total return(c)                                               (28.88)%      (3.28)%    33.18%     15.09%          9.74%
_________________________________________________________________________________________________________________________
=========================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $11,679      $17,727    $6,702     $2,994      $   1,183
_________________________________________________________________________________________________________________________
=========================================================================================================================
Ratio of expenses to average net assets                         1.88%(d)     1.80%      1.84%      1.81%          1.90%(e)
=========================================================================================================================
Ratio of net investment income to average net assets            0.78%(b)(d)   0.46%     0.95%      1.64%          2.02%(e)
_________________________________________________________________________________________________________________________
=========================================================================================================================
Portfolio turnover rate                                           19%          52%        37%        38%            26%
_________________________________________________________________________________________________________________________
=========================================================================================================================

(a) Calculated using average shares outstanding.
(b) As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been the same and the ratio of net investment income to average net assets would have been 0.81%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.
(c) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(d) Ratios are based on average daily net assets of $15,035,993.
(e) Annualized.

FS-50


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of
AIM International Emerging Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM International Emerging Growth Fund (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-51


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                           MARKET
                                               SHARES      VALUE
FOREIGN STOCKS & OTHER EQUITY
  INTERESTS-93.86%

AUSTRALIA-5.59%

Billabong International Ltd. (Movies &
  Entertainment)                                17,100   $   73,204
-------------------------------------------------------------------
Computershare Ltd. (Data Processing Services)   33,500       90,359
-------------------------------------------------------------------
CSL Ltd. (Pharmaceuticals)(a)                    5,100      134,149
-------------------------------------------------------------------
ERG Ltd. (Electronic Equipment & Instruments)   91,000       25,568
-------------------------------------------------------------------
Ramsay Health Care Ltd. (Health Care
  Facilities)                                   27,600       64,576
-------------------------------------------------------------------
Securenet Ltd. (Internet Software &
  Services)(b)                                  36,700       25,685
-------------------------------------------------------------------
Toll Holdings Ltd. (Trucking)                    9,500      135,114
===================================================================
                                                            548,655
===================================================================

AUSTRIA-0.78%

Gericom A.G. (Computer Hardware)                 2,800       76,655
===================================================================

BELGIUM-2.54%

Omega Pharma S.A. (Health Care Supplies)         5,500      249,400
===================================================================

CANADA-25.68%

A.L.I Technologies Inc. (Health Care
  Distributors & Services)(b)                   19,000      226,816
-------------------------------------------------------------------
Alimentation Couche-Tard Inc.-Class B (Food
  Retail)(b)                                    13,600      219,347
-------------------------------------------------------------------
BW Technologies Ltd. (Electronic Equipment &
  Instruments)(b)                                9,900      104,001
-------------------------------------------------------------------
Cognicase Inc. (Application Software)(b)        21,800      139,708
-------------------------------------------------------------------
Connors Bros. Income Fund (Food Distributors)   13,500      101,360
-------------------------------------------------------------------
CoolBrands International, Inc.
  (Restaurants)(b)                              29,200       64,212
-------------------------------------------------------------------
Dynacare Inc. (Health Care Distributors &
  Services)(b)                                   5,100       86,139
-------------------------------------------------------------------
FirstService Corp. (Diversified Commercial
  Services)(b)                                   7,700      217,367
-------------------------------------------------------------------
Forzani Group Ltd. (The)-Class A (Specialty
  Stores)(b)                                    30,200      290,312
-------------------------------------------------------------------
Genesis Microchip Inc. (Semiconductors)(b)       2,000      132,240
-------------------------------------------------------------------
Northside Group Inc. (Construction & Farm
  Machinery)(b)                                 12,500       62,437
-------------------------------------------------------------------
Paladin Labs, Inc. (Pharmaceuticals)(b)         12,400       63,885
-------------------------------------------------------------------
PanGeo Pharma Inc. (Pharmaceuticals)(b)         79,200      149,284
-------------------------------------------------------------------
Reitmans (Canada) Ltd.-Class A (Apparel
  Retail)                                        9,800      138,540
-------------------------------------------------------------------
Richelieu Hardware Ltd. (Distributors)(b)       23,400      147,022
-------------------------------------------------------------------
SEAMARK Asset Management Ltd. (Diversified
  Financial Services)(a)                        12,200      142,190
-------------------------------------------------------------------
SNC-Lavalin Group Inc. (Construction &
  Engineering)                                   6,300      114,394
-------------------------------------------------------------------
Vincor International Inc. (Brewers)(a)(b)        7,900      118,877
===================================================================
                                                          2,518,131
===================================================================

                                                           MARKET
                                               SHARES      VALUE

CHINA-1.85%

AsiaInfo Holdings, Inc. (Internet Software &
  Services)(b)                                   6,400   $  111,488
-------------------------------------------------------------------
Travelsky Technology Ltd. (Diversified
  Commercial Services)(a)(b)                    91,000       70,013
===================================================================
                                                            181,501
===================================================================

FINLAND-3.88%

Hartwall Oyj ABP (Brewers)                       9,900      202,169
-------------------------------------------------------------------
Instrumentarium Corp.-Class B (Health Care
  Equipment)                                     3,000      125,737
-------------------------------------------------------------------
Vacon Oyj (Electrical Components &
  Equipment)(a)                                  6,400       52,506
===================================================================
                                                            380,412
===================================================================

FRANCE-10.05%

AES Laboratoire Groupe (Health Care
  Equipment)                                     1,200      122,526
-------------------------------------------------------------------
Brime Technologies (Diversified Commercial
  Services)(b)                                   3,100       95,373
-------------------------------------------------------------------
Marionnaud Parfumeries (Specialty Stores)(b)     3,600      174,640
-------------------------------------------------------------------
MEDIDEP S.A. (Health Care Facilities)(b)        13,140      253,686
-------------------------------------------------------------------
Silicon-On-Insulator Technologies (SOITEC)
  (Electronic Equipment & Instruments)(b)       10,355      205,458
-------------------------------------------------------------------
UBI Soft Entertainment S.A. (Application
  Software)(b)                                   4,000      133,763
===================================================================
                                                            985,446
===================================================================

GERMANY-4.61%

FJA A.G. (Electronic Equipment & Instruments)    1,850       84,137
-------------------------------------------------------------------
Stada Arzneimittel A.G. (Pharmaceuticals)        5,100      178,506
-------------------------------------------------------------------
Suess MicroTec A.G. (Semiconductor
  Equipment)(b)                                  2,800       78,403
-------------------------------------------------------------------
Wedeco A.G. Water Technology (Water
  Utilities)(b)                                  3,600      110,755
===================================================================
                                                            451,801
===================================================================

GREECE-0.92%

Folli-Follie (Apparel & Accessories)             5,100       89,776
===================================================================

HONG KONG-5.72%

Asia Satellite Telecommunications Holdings
  Ltd. (Alternative Carriers)                   29,000       47,413
-------------------------------------------------------------------
Clear Media Ltd. (Advertising)(a)(b)           152,000      111,098
-------------------------------------------------------------------
Convenience Retail Asia Ltd. (Food
  Retail)(a)(b)                                184,000       59,576
-------------------------------------------------------------------
Denway Motors Ltd. (Automobile Manufacturers)  146,400       45,524
-------------------------------------------------------------------
Global Bio-chem Technology Co. Ltd.
  (Agricultural Products)                      276,000       96,442
-------------------------------------------------------------------
Texwinca Holdings Ltd. (Textiles)              228,000      108,906
-------------------------------------------------------------------
Tingyi (Cayman Islands) Holding Corp.
  (Packaged Foods)                             548,000       92,054
===================================================================
                                                            561,013
===================================================================

FS-52


                                                           MARKET
                                               SHARES      VALUE

INDIA-1.26%

Dr. Reddy's Laboratories Ltd.-ADR
  (Pharmaceuticals)                              3,200   $   60,640
-------------------------------------------------------------------
Satyam Computer Services Ltd.-ADR (IT
  Consulting & Services)                         5,700       62,586
===================================================================
                                                            123,226
===================================================================

IRELAND-4.57%

Anglo Irish Bank Corp. PLC (Banks)              41,200      159,819
-------------------------------------------------------------------
ICON PLC-ADR (Health Care Distributors &
  Services)(b)                                   3,100       92,411
-------------------------------------------------------------------
IFG Group PLC (Diversified Financial
  Services)                                     38,600      115,312
-------------------------------------------------------------------
Riverdeep Group PLC-ADR (Internet Software &
  Services)(b)                                   4,800       80,688
===================================================================
                                                            448,230
===================================================================

ISRAEL-4.70%

ECtel Ltd. (Telecommunications Equipment)(b)    10,200      176,664
-------------------------------------------------------------------
Lumenis Ltd. (Health Care Equipment)(b)          2,100       41,370
-------------------------------------------------------------------
Taro Pharmaceutical Industries Ltd.
  (Pharmaceuticals)(b)                           3,820      152,609
-------------------------------------------------------------------
TTI Team Telecom International Ltd.
  (Application Software)(b)                      3,600       90,072
===================================================================
                                                            460,715
===================================================================

JAPAN-1.52%

Bellsystem24, Inc. (Diversified Commercial
  Services)                                        400      148,857
===================================================================

NETHERLANDS-0.79%

ASM International N.V. (Semiconductor
  Equipment)(b)                                  4,000       77,582
===================================================================

NEW ZEALAND-0.83%

Fisher & Paykel Healthcare Corp. Ltd.-ADR
  (Health Care Equipment)(b)                     2,900       81,635
===================================================================

SINGAPORE-0.52%

Sembcorp Logistics Ltd. (Marine Ports &
  Services)                                     52,000       50,691
===================================================================

SWEDEN-4.08%

Biacore International A.B. (Health Care
  Equipment)(b)                                  2,410       78,442
-------------------------------------------------------------------

                                                           MARKET
                                               SHARES      VALUE
SWEDEN-(CONTINUED)

Elekta A.B.-Class B (Health Care
  Equipment)(b)                                 21,100   $  171,694
-------------------------------------------------------------------
Nobel Biocare (Health Care Supplies)             2,000       83,765
-------------------------------------------------------------------
Q-Med A.B. (Biotechnology)(b)                    4,000       66,629
===================================================================
                                                            400,530
===================================================================

SWITZERLAND-0.35%

Converium Holding A.G. (Reinsurance)(b)            700       34,071
===================================================================

UNITED KINGDOM-13.62%

Biotrace International PLC (Health Care
  Equipment)(b)                                 37,000       74,203
-------------------------------------------------------------------
Chemring Group PLC (Aerospace & Defense)        26,500      140,832
-------------------------------------------------------------------
Chloride Group PLC (Electrical Components &
  Equipment)                                    55,000       56,056
-------------------------------------------------------------------
Electronics Boutique PLC (Computer &
  Electronics Retail)                          120,600      240,563
-------------------------------------------------------------------
Geest PLC (Agricultural Products)                9,900      106,345
-------------------------------------------------------------------
Innovation Group (The) PLC (Application
  Software)                                     14,100       74,933
-------------------------------------------------------------------
iSOFT Group PLC (Application Software)(a)       46,300      175,273
-------------------------------------------------------------------
John David Sports PLC (Apparel Retail)          17,200       76,257
-------------------------------------------------------------------
Man Group PLC (Diversified Financial
  Services)                                     13,400      232,564
-------------------------------------------------------------------
PHS Group PLC (Diversified Commercial
  Services)                                     37,880       49,086
-------------------------------------------------------------------
Torex PLC (IT Consulting & Services)            10,300      109,777
===================================================================
                                                          1,335,889
===================================================================
    Total Foreign Stocks & Other Equity
      Interests (Cost $7,837,495)                         9,204,216
===================================================================

MONEY MARKET FUNDS-5.89%

STIC Liquid Assets Portfolio(c)                288,573      288,573
-------------------------------------------------------------------
STIC Prime Portfolio(c)                        288,573      288,573
===================================================================
    Total Money Market Funds (Cost $577,146)                577,146
===================================================================
TOTAL INVESTMENTS-99.75% (Cost $8,414,641)                9,781,362
===================================================================
OTHER ASSETS LESS LIABILITIES-0.25%                          24,372
===================================================================
NET ASSETS-100.00%                                       $9,805,734
___________________________________________________________________
===================================================================

Investment Abbreviations:

ADR  - American Depositary Receipt

Notes to Schedule of Investments:

(a) Represents a security sold under Rule 144A, which is exempt from registration and may be resold to qualified institutional buyers in accordance with the provisions of Rule 144A under the Securities Act of 1933, as amended.
(b) Non-income producing security.
(c) The money market fund and the Fund are affiliated by having the same investment advisor.

See Notes to Financial Statements.

FS-53


STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost $8,414,641)    $9,781,362
------------------------------------------------------------
Foreign currencies, at value (cost $147,455)         148,790
------------------------------------------------------------
Receivables for:
  Fund shares sold                                     6,009
------------------------------------------------------------
  Dividends                                           10,004
------------------------------------------------------------
Investment for deferred compensation plan              9,076
------------------------------------------------------------
Due from advisor                                       8,558
------------------------------------------------------------
Other assets                                          13,831
============================================================
    Total assets                                   9,977,630
============================================================

LIABILITIES:

Payables for:
  Investments purchased                               53,637
------------------------------------------------------------
  Fund shares reacquired                              51,774
------------------------------------------------------------
  Deferred compensation plan                           9,076
------------------------------------------------------------
Accrued distribution fees                              8,605
------------------------------------------------------------
Accrued transfer agent fees                            5,372
------------------------------------------------------------
Accrued operating expenses                            43,432
============================================================
    Total liabilities                                171,896
============================================================
Net assets applicable to shares outstanding       $9,805,734
____________________________________________________________
============================================================

NET ASSETS:

Class A                                           $5,202,143
____________________________________________________________
============================================================
Class B                                           $2,016,073
____________________________________________________________
============================================================
Class C                                           $2,587,518
____________________________________________________________
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                              732,800
____________________________________________________________
============================================================
Class B                                              285,132
____________________________________________________________
============================================================
Class C                                              366,162
____________________________________________________________
============================================================
Class A:
  Net asset value per share                       $     7.10
------------------------------------------------------------
  Offering price per share:
    (Net asset value of $7.10 divided by 94.50%)  $     7.51
____________________________________________________________
============================================================
Class B:
  Net asset value and offering price per share    $     7.07
____________________________________________________________
============================================================
Class C:
  Net asset value and offering price per share    $     7.07
____________________________________________________________
============================================================

STATEMENT OF OPERATIONS
For the year ended December 31, 2001

INVESTMENT INCOME:

Dividends (net of foreign withholding tax of
  $7,548)                                        $    70,067
------------------------------------------------------------
Dividends from affiliated money market funds          20,377
------------------------------------------------------------
Interest                                                 183
============================================================
    Total investment income                           90,627
============================================================

EXPENSES:

Advisory fees                                         96,010
------------------------------------------------------------
Administrative services fees                          50,000
------------------------------------------------------------
Custodian fees                                        70,226
------------------------------------------------------------
Distribution fees -- Class A                          19,636
------------------------------------------------------------
Distribution fees -- Class B                          19,061
------------------------------------------------------------
Distribution fees -- Class C                          25,899
------------------------------------------------------------
Interest                                               1,622
------------------------------------------------------------
Transfer agent fees -- Class A                        20,462
------------------------------------------------------------
Transfer agent fees -- Class B                         8,029
------------------------------------------------------------
Transfer agent fees -- Class C                        10,910
------------------------------------------------------------
Trustees' fees                                         8,355
------------------------------------------------------------
Registration and filing fees                          83,403
------------------------------------------------------------
Professional Fees                                     49,410
------------------------------------------------------------
Other                                                 28,110
============================================================
    Total expenses                                   491,133
============================================================
Less: Fees waived and expenses reimbursed           (255,424)
------------------------------------------------------------
    Expenses paid indirectly                            (142)
============================================================
    Net expenses                                     235,567
============================================================
Net investment income (loss)                        (144,940)
============================================================

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, AND FOREIGN
  CURRENCIES:

Net realized gain (loss) from:
  Investment securities                           (3,434,001)
------------------------------------------------------------
  Foreign currencies                                   7,533
============================================================
                                                  (3,426,468)
============================================================
Change in net unrealized appreciation of:
  Investment securities                            2,123,974
------------------------------------------------------------
  Foreign currencies                                   3,212
============================================================
                                                   2,127,186
============================================================
Net gain (loss) from investment securities and
  foreign currencies                              (1,299,282)
============================================================
Net increase (decrease) in net assets resulting
  from operations                                $(1,444,222)
____________________________________________________________
============================================================

See Notes to Financial Statements.

FS-54


STATEMENT OF CHANGES IN NET ASSETS
For the year ended December 31, 2001 and the period August 31, 2000 (date operations commenced)
through December 31, 2001

                                                                 2001           2000
                                                              -----------    -----------
OPERATIONS:

  Net investment income (loss)                                $  (144,940)   $   (29,949)
----------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities and
    foreign currencies                                         (3,426,468)      (500,456)
----------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities and foreign currencies                2,127,186       (759,305)
========================================================================================
    Net increase (decrease) in net assets resulting from
      operations                                               (1,444,222)    (1,289,710)
========================================================================================
Distributions to shareholders from net investment income:
  Class A                                                         (23,732)            --
----------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                         479,977      6,385,964
----------------------------------------------------------------------------------------
  Class B                                                         279,960      2,274,262
----------------------------------------------------------------------------------------
  Class C                                                         247,353      2,895,882
========================================================================================
    Net increase (decrease) in net assets                        (460,664)    10,266,398
========================================================================================

NET ASSETS:

  Beginning of year                                            10,266,398             --
========================================================================================
  End of year                                                 $ 9,805,734    $10,266,398
________________________________________________________________________________________
========================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $12,397,467    $11,550,792
----------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                       (9,076)        (8,552)
----------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities and foreign currencies                          (3,950,538)      (516,537)
----------------------------------------------------------------------------------------
  Unrealized appreciation (depreciation) of investment
    securities and foreign currencies                           1,367,881       (759,305)
========================================================================================
                                                              $ 9,805,734    $10,266,398
________________________________________________________________________________________
========================================================================================

See Notes to Financial Statements.

FS-55


NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM International Emerging Growth Fund (the "Fund") is a series portfolio of AIM Funds Group (the "Fund"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is to achieve long-term growth of capital.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. 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 New York Stock Exchange ("NYSE").

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.

On December 31, 2001, undistributed net investment income was increased by $168,148, undistributed net realized gains decreased by $7,533 and shares of beneficial interest decreased by $160,615 as a result of differing book/tax treatment of foreign currency transactions, net operating loss, and other reclassifications. Net assets of the Fund were unaffected by the reclassification discussed above.

C. Distributions -- Distributions from income and net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

FS-56


The Fund's capital loss carryforward of $3,760,460 is broken down by expiration date as follows:

CAPITAL LOSS
CARRYFORWARD     EXPIRATION
------------     ----------
 $ 161,713    December 31, 2008
-------------------------------
  3,598,747   December 31, 2009
===============================
 $3,760,460
 ______________________________
===============================

As of December 31, 2001 the fund has a post-October capital loss deferral of $140,458 which will be recognized in the following tax year.

E. Foreign Currency Translations -- Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

F. Foreign Currency Contracts -- A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund may enter into a foreign currency contract to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. The Fund may also enter into a foreign currency contract for the purchase or sale of a security denominated in a foreign currency in order to "lock in" the U.S. dollar price of that security. The Fund could be exposed to risk if counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably.

G. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. (AIM). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.95% of the Fund's average daily net assets. Effective July 1, 2001, AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. For the year ended December 31, 2001, AIM waived fees of $96,010 and reimbursed expenses of $159,414.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. For the year ended December 31, 2001, AIM was paid $50,000 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. (AIM) a fee for providing transfer agency and shareholder services to the Fund. During the year ended December 31, 2001, AFS was paid $21,921 for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.35% of the Fund's average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. For the year ended December 31, 2001, the Class A, Class B and Class C shares paid AIM Distributors $19,636, $19,061 and $25,899, respectively, as compensation under the Plans.
AIM Distributors received commissions of $4,181 from sales of the Class A shares of the Fund during the year ended December 31, 2001. Such commissions are not an expense of the Fund. They are deducted from, and are not included in, the proceeds from sales of Class A shares. During the year ended December 31, 2001, AIM Distributors received $29,308 in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
During the year ended December 31, 2001, the Fund paid legal fees of $3,527 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Board of Trustees. A member of that firm is a trustee of the Trust.

NOTE 3-INDIRECT EXPENSES

For the year ended December 31, 2001, the Fund received reductions in transfer agency fees from AFS (an affiliate of AIM) of $140 and reductions in custodian fees of $2 under expense offset arrangements which resulted in a reduction of the Fund's total expenses of $142.

NOTE 4-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an interested person of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

FS-57


NOTE 5-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a syndicate administered by Citibank, N.A. The Fund may borrow up to the lesser of
(i) $1,000,000,000 or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the line of credit may borrow on a first come, first served basis. During the year ended December 31, 2001, the Fund did not borrow under the line of credit agreement. The funds which are party to the line of credit are charged a commitment fee of 0.09% on the unused balance of the committed line. The commitment fee is allocated among the funds based on their respective average net assets for the period.

NOTE 6-DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of distributions paid during 2001 and 2000 was as follows:

                                          2001      2000
                                         -------    ----
Distributions paid from:
  Ordinary income                        $23,732    $--
________________________________________________________
========================================================

As of December 31, 2001, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

Capital loss carryforward                     $(3,760,460)
---------------------------------------------------------
Unrealized appreciation                         1,168,727
=========================================================
                                              $(2,591,733)
_________________________________________________________
=========================================================

The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales, the tax deferral of capital losses incurred after October 31, and other deferrals.

NOTE 7-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund during the year ended December 31, 2001 was $15,428,239 and $13,891,979, respectively.

The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized appreciation of investment securities      $1,694,217
--------------------------------------------------------------------------
Aggregate unrealized (depreciation) of investment securities      (377,115)
==========================================================================
Net unrealized appreciation of investment securities            $1,317,102
__________________________________________________________________________
==========================================================================
Cost of investments for tax purposes is $8,464,260

NOTE 8-SHARE INFORMATION

Changes in shares outstanding during the year ended December 31, 2001 and the period August 31, 2000 (date operations commenced) through December 31, 2000:

                                                                       2001                        2000
                                                              -----------------------    ------------------------
                                                               SHARES       AMOUNT        SHARES        AMOUNT
                                                              --------    -----------    ---------    -----------
Sold:
  Class A                                                      993,758    $ 7,031,221      745,389    $ 6,717,335
-----------------------------------------------------------------------------------------------------------------
  Class B                                                      109,838        803,969      271,186      2,438,175
-----------------------------------------------------------------------------------------------------------------
  Class C                                                      515,389      3,642,409      339,960      2,953,136
=================================================================================================================
Issued as reinvestment of dividends:
  Class A                                                        3,265         22,694           --             --
=================================================================================================================
Reacquired:
  Class A                                                     (970,367)    (6,573,938)     (39,245)      (331,371)
-----------------------------------------------------------------------------------------------------------------
  Class B                                                      (75,401)      (524,009)     (20,491)      (163,913)
-----------------------------------------------------------------------------------------------------------------
  Class C                                                     (482,373)    (3,395,056)      (6,814)       (57,254)
=================================================================================================================
                                                                94,109    $ 1,007,290    1,289,985    $11,556,108
_________________________________________________________________________________________________________________
=================================================================================================================

FS-58


NOTE 9-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

                                                                          CLASS A
                                                              --------------------------------
                                                                              AUGUST 31, 2000
                                                                              (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,      DECEMBER 31,
                                                                2001(a)           2000(a)
                                                              ------------    ----------------
Net asset value, beginning of period                            $  7.97           $ 10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.08)            (0.03)
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (0.76)            (2.00)
==============================================================================================
    Total from investment operations                              (0.84)            (2.03)
==============================================================================================
Less dividends from net investment income                         (0.03)               --
==============================================================================================
Net asset value, end of period                                  $  7.10           $  7.97
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                  (10.48)%          (20.30)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $ 5,202           $ 5,625
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets (including interest
  expense):
  With fee waivers and expense reimbursements                      2.02%(c)          2.11%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers and expense reimbursements                   4.55%(c)          6.83%(d)
==============================================================================================
Ratio of expenses to average net assets (excluding interest
  expense):
  With fee waivers and expense reimbursements                      2.00%(c)          2.11%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers and expense reimbursements                   4.53%(c)          6.83%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (1.12)%(c)        (1.09)%(d)
==============================================================================================
Ratio of interest expense to average net assets                    0.02%(c)            --
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                             145%               30%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $5,610,302.
(d) Annualized.

FS-59


NOTE 9-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                          CLASS B
                                                              --------------------------------
                                                                              AUGUST 31, 2000
                                                                              (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,      DECEMBER 31,
                                                                2001(a)           2000(a)
                                                              ------------    ----------------
Net asset value, beginning of period                            $  7.95           $ 10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.13)            (0.05)
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (0.75)            (2.00)
==============================================================================================
    Total from investment operations                              (0.88)            (2.05)
==============================================================================================
Net asset value, end of period                                  $  7.07           $  7.95
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                  (11.07)%          (20.50)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $ 2,016           $ 1,992
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets (including interest
  expense):
  With fee waivers and expense reimbursements                      2.72%(c)          2.81%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers and expense reimbursements                   5.25%(c)          7.53%(d)
==============================================================================================
Ratio of expenses to average net assets (excluding interest
  expense):
  With fee waivers and expense reimbursements                      2.70%(c)          2.81%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers and expense reimbursements                   5.23%(c)          7.53%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (1.83)%(c)        (1.79)%(d)
==============================================================================================
Ratio of interest expense to average net assets                    0.02%(c)            --
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                             145%               30%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $1,906,058.
(d) Annualized.

FS-60


NOTE 9-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                          CLASS C
                                                              --------------------------------
                                                                              AUGUST 31, 2000
                                                                              (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,      DECEMBER 31,
                                                                2001(a)           2000(a)
                                                              ------------    ----------------
Net asset value, beginning of period                            $  7.95           $ 10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.13)            (0.05)
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (0.75)            (2.00)
==============================================================================================
    Total from investment operations                              (0.88)            (2.05)
==============================================================================================
Net asset value, end of period                                  $  7.07           $  7.95
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                  (11.07)%          (20.50)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $ 2,588           $ 2,649
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets (including interest
  expense):
  With fee waivers and expense reimbursements                      2.72%(c)          2.81%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers and expense reimbursements                   5.25%(c)          7.53%(d)
==============================================================================================
Ratio of expenses to average net assets (excluding interest
  expense):
  With fee waivers and expense reimbursements                      2.70%(c)          2.81%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers and expense reimbursements                   5.23%(c)          7.53%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (1.83)%(c)        (1.79)%(d)
==============================================================================================
Ratio of interest expense to average net assets                    0.02%(c)            --
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                             145%               30%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $2,589,920.
(d) Annualized.

FS-61


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of AIM Mid Cap
Basic Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM Mid Cap Basic Value Fund (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for the period indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-62


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                              MARKET
                                                 SHARES       VALUE
COMMON STOCKS & OTHER EQUITY INTERESTS-94.39%

ADVERTISING-2.60%

Interpublic Group of Cos., Inc. (The)                 880   $   25,995
======================================================================

APPAREL RETAIL-6.33%

Abercrombie & Fitch Co.-Class A(a)                    500       13,265
----------------------------------------------------------------------
AnnTaylor Stores Corp.(a)                             300       10,500
----------------------------------------------------------------------
Gap, Inc. (The)                                     1,500       20,910
----------------------------------------------------------------------
Men's Wearhouse, Inc. (The)(a)                        900       18,585
======================================================================
                                                                63,260
======================================================================

AUTO PARTS & EQUIPMENT-1.36%

Visteon Corp.                                         900       13,536
======================================================================

BANKS-7.04%

AmSouth Bancorporation                              1,000       18,900
----------------------------------------------------------------------
Cullen/Frost Bankers, Inc.                            900       27,792
----------------------------------------------------------------------
Zions Bancorp                                         450       23,661
======================================================================
                                                                70,353
======================================================================

BUILDING PRODUCTS-2.53%

American Standard Cos. Inc.(a)                        370       25,245
======================================================================

CONSUMER FINANCE-1.86%

AmeriCredit Corp.(a)                                  590       18,614
======================================================================

DATA PROCESSING SERVICES-4.12%

Ceridian Corp.(a)                                   1,400       26,250
----------------------------------------------------------------------
DST Systems, Inc.(a)                                  300       14,955
======================================================================
                                                                41,205
======================================================================

DIVERSIFIED COMMERCIAL SERVICES-1.86%

IMS Health Inc.                                       950       18,534
======================================================================

DIVERSIFIED FINANCIAL SERVICES-2.87%

Stilwell Financial, Inc.                              700       19,054
----------------------------------------------------------------------
Waddell & Reed Financial, Inc.-Class A                300        9,660
======================================================================
                                                                28,714
======================================================================

DIVERSIFIED METALS & MINING-1.48%

Arch Coal, Inc.                                       650       14,755
======================================================================

ELECTRIC UTILITIES-3.84%

PG&E Corp.                                          1,000       19,240
----------------------------------------------------------------------
PPL Corp.                                             550       19,168
======================================================================
                                                                38,408
======================================================================

ELECTRICAL COMPONENTS & EQUIPMENT-1.61%

Rockwell International Corp.                          900       16,074
======================================================================

ELECTRONIC EQUIPMENT & INSTRUMENTS-3.48%

Cognex Corp.(a)                                       700       17,927
----------------------------------------------------------------------

                                                              MARKET
                                                 SHARES       VALUE
ELECTRONIC EQUIPMENT & INSTRUMENTS-(CONTINUED)

Amphenol Corp.-Class A(a)                             350   $   16,818
======================================================================
                                                                34,745
======================================================================

EMPLOYMENT SERVICES-3.74%

Korn/Ferry International(a)                         2,000       21,300
----------------------------------------------------------------------
Robert Half International Inc.(a)                     600       16,020
======================================================================
                                                                37,320
======================================================================

FOOD RETAIL-2.09%

Kroger Co. (The)(a)                                 1,000       20,870
======================================================================

FOREST PRODUCTS-1.61%

Louisiana-Pacific Corp.                             1,900       16,036
======================================================================

HEALTH CARE SUPPLIES-2.15%

Bausch & Lomb, Inc.                                   570       21,466
======================================================================

HOTELS-1.79%

Starwood Hotels & Resorts Worldwide, Inc.             600       17,910
======================================================================

HOUSEHOLD APPLIANCES-2.19%

Black & Decker Corp. (The)                            580       21,883
======================================================================

INDUSTRIAL CONGLOMERATES-1.87%

Textron, Inc.                                         450       18,657
======================================================================

INDUSTRIAL MACHINERY-3.39%

Kennametal Inc.                                       400       16,108
----------------------------------------------------------------------
SPX Corp.(a)                                          130       17,797
======================================================================
                                                                33,905
======================================================================

IT CONSULTING & SERVICES-1.57%

Acxiom Corp.                                          900       15,723
======================================================================

LEISURE PRODUCTS-2.18%

Brunswick Corp.                                     1,000       21,760
======================================================================

LIFE & HEALTH INSURANCE-4.54%

Nationwide Financial Services, Inc.-Class A           550       22,803
----------------------------------------------------------------------
UnumProvident Corp.                                   850       22,534
======================================================================
                                                                45,337
======================================================================

MANAGED HEALTH CARE-3.86%

Aetna Inc.                                            570       18,804
----------------------------------------------------------------------
Anthem, Inc.(a)                                       400       19,800
======================================================================
                                                                38,604
======================================================================

MULTI-LINE INSURANCE-0.98%

American Financial Group, Inc.                        400        9,820
======================================================================

OIL & GAS DRILLING-5.18%

Cooper Cameron Corp.(a)                               450       18,162
----------------------------------------------------------------------
Nabors Industries, Inc.(a)                            450       15,449
----------------------------------------------------------------------

FS-63


                                                              MARKET
                                                 SHARES       VALUE
OIL & GAS DRILLING-(CONTINUED)

Pride International, Inc.(a)                        1,200   $   18,120
======================================================================
                                                                51,731
======================================================================

OIL & GAS EQUIPMENT & SERVICES-2.15%

Smith International, Inc.(a)                          400       21,448
======================================================================

OIL & GAS REFINING & MARKETING-1.14%

Valero Energy Corp.                                   300       11,436
======================================================================

PROPERTY & CASUALTY INSURANCE-3.53%

ACE Ltd. (Bermuda)                                    450       18,068
----------------------------------------------------------------------
Radian Group Inc.                                     400       17,180
======================================================================
                                                                35,248
======================================================================

RESTAURANTS-2.06%

Outback Steakhouse, Inc.(a)                           600       20,550
======================================================================

SEMICONDUCTORS-4.29%

Integrated Device Technology, Inc.(a)                 400       10,636
----------------------------------------------------------------------
Lattice Semiconductor Corp.(a)                        800       16,456
----------------------------------------------------------------------
LSI Logic Corp.(a)                                  1,000       15,780
======================================================================
                                                                42,872
======================================================================

                                                              MARKET
                                                 SHARES       VALUE

SPECIALTY CHEMICALS-1.46%

Great Lakes Chemical Corp.                            600   $   14,568
======================================================================

SYSTEMS SOFTWARE-1.64%

BMC Software, Inc.(a)                               1,000       16,370
======================================================================
    Total Common Stocks & Other Equity
      Interests (Cost $943,966)                                942,952
======================================================================

                                               PRINCIPAL
                                                 AMOUNT
U.S. GOVERNMENT AGENCY SECURITIES-100.10%

FEDERAL HOME LOAN MORTGAGE CORP.
  (FHLMC)-100.10%

Disc. Notes,
  2.46%, 11/01/01 (Cost $999,959)(b)           $1,000,000      999,959
======================================================================
TOTAL INVESTMENTS-194.49% (Cost $1,943,925)                  1,942,911
======================================================================
OTHER ASSETS LESS LIABILITIES-(94.49%)                        (943,944)
======================================================================
NET ASSETS-100.00%                                          $  998,967
______________________________________________________________________
======================================================================

Investment Abbreviations:

Disc.  - Discounted

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) The interest rate shown represents the rate of discount paid or received at the time of purchase by the Fund.

See Notes to Financial Statements.

FS-64


STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost $1,943,925)    $1,942,911
------------------------------------------------------------
Cash                                                      81
------------------------------------------------------------
Receivables due from advisor                           5,416
============================================================
    Total assets                                   1,948,408
============================================================

LIABILITIES:

Payables for investments purchased                   943,965
------------------------------------------------------------
Accrued operating expenses                             5,476
============================================================
    Total liabilities                                949,441
============================================================
Net assets applicable to shares outstanding       $  998,967
____________________________________________________________
============================================================

NET ASSETS:

Class A                                           $  399,591
____________________________________________________________
============================================================
Class B                                           $  299,688
____________________________________________________________
============================================================
Class C                                           $  299,688
____________________________________________________________
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                               40,000
____________________________________________________________
============================================================
Class B                                               30,000
____________________________________________________________
============================================================
Class C                                               30,000
____________________________________________________________
============================================================
Class A:
  Net asset value per share                       $     9.99
------------------------------------------------------------
  Offering price per share:
    (Net asset value of $9.99 divided by 94.50%)  $    10.57
____________________________________________________________
============================================================
Class B:
  Net asset value and offering price per share    $     9.99
____________________________________________________________
============================================================
Class C:
  Net asset value and offering price per share    $     9.99
____________________________________________________________
============================================================

STATEMENT OF OPERATIONS
December 31, 2001 (date operations commenced)

INVESTMENT INCOME:

Interest                                                 41
===========================================================

EXPENSES:

Advisory fees                                            22
-----------------------------------------------------------
Administrative services fees                            137
-----------------------------------------------------------
Custodian fees                                          250
-----------------------------------------------------------
Transfer agent fees                                      47
-----------------------------------------------------------
Distribution fees -- Class A                              4
-----------------------------------------------------------
Distribution fees -- Class B                              8
-----------------------------------------------------------
Distribution fees -- Class C                              8
-----------------------------------------------------------
Printing                                              3,000
-----------------------------------------------------------
Professional Fees                                     2,000
===========================================================
    Total expenses                                    5,476
===========================================================
Less: Fees waived and expenses reimbursed            (5,416)
-----------------------------------------------------------
    Net expenses                                         60
===========================================================
Net investment income (loss)                            (19)
===========================================================
Change in net unrealized appreciation
  (depreciation) of investment securities            (1,014)
===========================================================
Net increase (decrease) in net assets resulting
  from operations                                   $(1,033)
___________________________________________________________
===========================================================

See Notes to Financial Statements.

FS-65


STATEMENT OF CHANGES IN NET ASSETS
December 31, 2001 (date operations commenced)

                                                                  2001
                                                                --------
OPERATIONS:

  Net investment income (loss)                                  $    (19)
------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities                                         (1,014)
========================================================================
    Net increase (decrease) in net assets resulting from
      operations                                                  (1,033)
========================================================================
Share transactions-net:
  Class A                                                        400,000
------------------------------------------------------------------------
  Class B                                                        300,000
------------------------------------------------------------------------
  Class C                                                        300,000
========================================================================
    Net increase in net assets                                   998,967
========================================================================

NET ASSETS:

  Beginning of year                                             $     --
========================================================================
  End of year                                                   $998,967
________________________________________________________________________
========================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                                 $999,981
------------------------------------------------------------------------
  Unrealized appreciation (depreciation) of investment
    securities                                                    (1,014)
========================================================================
                                                                $998,967
________________________________________________________________________
========================================================================

NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Mid Cap Basic Value Fund (the "Fund") is a series portfolio of AIM Funds Group (the "Trust"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is long-term growth of capital. The Fund commenced operations on December 31, 2001.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. For

FS-66


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 New York Stock Exchange ("NYSE").

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Premiums and discounts are amortized and/or accreted for financial reporting purposes.

On December 31, 2001, undistributed net investment income was increased by $19 and shares of beneficial interest was decreased by $19 as a result of net operating loss reclassifications. Net assets of the Fund were unaffected by the reclassifications discussed above.

C. Distributions -- Distributions from income and net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

E. Foreign Currency Translations -- Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

F. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.80% of the first $1 billion of the Fund's average daily net assets, plus 0.75% of the next $4 billion of the Fund's average daily net assets, plus 0.70% of the Fund's average daily net assets in excess of $5 billion. AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. On December 31, 2001 (date operations commenced), AIM waived fees of $22 and reimbursed expenses of $5,394.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. On December 31, 2001 (date operations commenced), AIM was paid $137 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and shareholder services to the Fund. On December 31, 2001 (date operations commenced) the Fund paid no expenses to AIM for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.25% of the Fund's average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. On December 31, 2001 (date operations commenced), the Class A, Class B and Class C shares paid AIM Distributors $4, $8 and $8, respectively, as compensation under the Plans.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
The law firm of Kramer, Levin, Naftalis & Frankel LLP, of which a trustee is a member, is counsel to the Board of Trustees. For December 31, 2001 (date operations commenced), the Fund paid no expenses with respect to this firm.

FS-67


NOTE 3-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an "interested person" of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

NOTE 4-TAX COMPONENTS OF CAPITAL

As of December 31, 2001, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

Unrealized appreciation (depreciation)           $(1,014)
________________________________________________________
========================================================

NOTE 5-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund December 31, 2001 (date operations commenced) was $943,966 and $0, respectively.
The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized (depreciation) of
  investment securities                          $(1,014)
========================================================
Net unrealized appreciation (depreciation) of
  investment securities                          $(1,014)
________________________________________________________
========================================================
Investments have the same costs for tax and financial
statement purposes.

NOTE 6-SHARE INFORMATION

Changes in shares outstanding on December 31, 2001 (date operations commenced) were as follows:

                                                              SHARES       AMOUNT
                                                              -------    ----------
Sold:
  Class A                                                      40,000    $  400,000
-----------------------------------------------------------------------------------
  Class B                                                      30,000       300,000
-----------------------------------------------------------------------------------
  Class C                                                      30,000       300,000
===================================================================================
                                                              100,000    $1,000,000
___________________________________________________________________________________
===================================================================================

NOTE 7-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the period indicated.

                                                                   CLASS A
                                                              -----------------
                                                              DECEMBER 31, 2001
                                                              (DATE OPERATIONS
                                                                 COMMENCED)
                                                              -----------------
Net asset value, beginning of period                               $ 10.00
-------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                               0.00
-------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                      (0.01)
===============================================================================
    Total from investment operations                                 (0.01)
===============================================================================
Net asset value, end of period                                     $  9.99
_______________________________________________________________________________
===============================================================================
Total return(a)                                                      (0.10)%
_______________________________________________________________________________
===============================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                           $   400
_______________________________________________________________________________
===============================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                    1.80%(b)
-------------------------------------------------------------------------------
  Without fee waivers                                               199.49%(b)
===============================================================================
Ratio of net investment income (loss) to average net assets          (0.31)%(b)
_______________________________________________________________________________
===============================================================================

(a) Does not include sales charges and is not annualized for periods less than one year.
(b) Ratios are annualized and based on average daily net assets of $400,000.

FS-68


NOTE 7-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                   CLASS B
                                                              -----------------
                                                              DECEMBER 31, 2001
                                                              (DATE OPERATIONS
                                                                 COMMENCED)
                                                              -----------------
Net asset value, beginning of period                               $ 10.00
-------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                               0.00
-------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                      (0.01)
===============================================================================
    Total from investment operations                                 (0.01)
===============================================================================
Net asset value, end of period                                     $  9.99
_______________________________________________________________________________
===============================================================================
Total return(a)                                                      (0.10)%
_______________________________________________________________________________
===============================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                           $   300
_______________________________________________________________________________
===============================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                    2.45%(b)
-------------------------------------------------------------------------------
  Without fee waivers                                               200.14%(b)
===============================================================================
Ratio of net investment income (loss) to average net assets          (0.96)%(b)
_______________________________________________________________________________
===============================================================================

(a) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(b) Ratios are annualized and based on average daily net assets of $300,000.

                                                                   CLASS C
                                                              -----------------
                                                              DECEMBER 31, 2001
                                                              (DATE OPERATIONS
                                                                 COMMENCED)
                                                              -----------------
Net asset value, beginning of period                               $ 10.00
-------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                               0.00
-------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                      (0.01)
===============================================================================
    Total from investment operations                                 (0.01)
===============================================================================
Net asset value, end of period                                     $  9.99
_______________________________________________________________________________
===============================================================================
Total return(a)                                                      (0.10)%
_______________________________________________________________________________
===============================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                           $   300
_______________________________________________________________________________
===============================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                    2.45%(b)
-------------------------------------------------------------------------------
  Without fee waivers                                               200.14%(b)
===============================================================================
Ratio of net investment income (loss) to average net assets          (0.96)%(b)
_______________________________________________________________________________
===============================================================================

(a) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(b) Ratios are annualized and based on average daily net assets of $300,000.

FS-69


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of
AIM New Technology Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM New Technology Fund (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated are in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-70


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                             MARKET
                                                SHARES        VALUE
DOMESTIC COMMON STOCKS-84.51%

AEROSPACE & DEFENSE-2.91%

Alliant Techsystems Inc.(a)                        6,700   $   517,240
----------------------------------------------------------------------
Engineered Support Systems, Inc.                  20,700       708,147
----------------------------------------------------------------------
L-3 Communications Holdings, Inc.(a)               9,600       864,000
======================================================================
                                                             2,089,387
======================================================================

APPLICATION SOFTWARE-11.73%

Activision, Inc.(a)                               22,300       580,023
----------------------------------------------------------------------
BEA Systems, Inc.(a)                              20,400       314,364
----------------------------------------------------------------------
Cadence Design Systems, Inc.(a)                   38,500       843,920
----------------------------------------------------------------------
Cerner Corp.(a)                                    8,900       444,377
----------------------------------------------------------------------
Fair, Issac and Co., Inc.                          5,800       365,516
----------------------------------------------------------------------
Intuit Inc.(a)                                    22,900       979,204
----------------------------------------------------------------------
Kronos, Inc.(a)                                   30,200     1,461,076
----------------------------------------------------------------------
National Instruments Corp.(a)                      5,600       209,776
----------------------------------------------------------------------
Numerical Technologies, Inc.(a)                   22,500       792,000
----------------------------------------------------------------------
PeopleSoft, Inc.(a)                               54,600     2,194,920
----------------------------------------------------------------------
SERENA Software, Inc.(a)                          11,300       245,662
======================================================================
                                                             8,430,838
======================================================================

BIOTECHNOLOGY-7.42%

Cephalon, Inc.(a)                                 10,600       801,201
----------------------------------------------------------------------
Genzyme Corp.(a)                                   5,900       353,174
----------------------------------------------------------------------
Gilead Sciences, Inc.(a)                          10,200       670,344
----------------------------------------------------------------------
Harvard Bioscience, Inc.(a)                       40,900       406,546
----------------------------------------------------------------------
IDEC Pharmaceuticals Corp.(a)                     29,700     2,047,221
----------------------------------------------------------------------
Invitrogen Corp.(a)                               11,200       693,616
----------------------------------------------------------------------
OraSure Technologies, Inc.(a)                     15,000       182,250
----------------------------------------------------------------------
Tanox, Inc.(a)                                     9,600       177,624
======================================================================
                                                             5,331,976
======================================================================

COMPUTER & ELECTRONICS RETAIL-1.19%

CDW Computer Centers, Inc.(a)                     15,900       853,989
======================================================================

COMPUTER HARDWARE-1.04%

Dell Computer Corp.(a)                            27,500       747,450
======================================================================

COMPUTER STORAGE & PERIPHERALS-1.39%

Network Appliance, Inc.(a)                        20,000       437,400
----------------------------------------------------------------------
Storage Technology Corp.(a)                       17,000       351,390
----------------------------------------------------------------------
Western Digital Corp.(a)                          34,000       213,180
======================================================================
                                                             1,001,970
======================================================================

DATA PROCESSING SERVICES-1.65%

Concord EFS, Inc.(a)                              36,200     1,186,636
======================================================================
                                                               MARKET
                                                  SHARES        VALUE
ELECTRONIC EQUIPMENT & INSTRUMENTS-2.11%

Itron, Inc.(a)                                    25,100       760,530
----------------------------------------------------------------------
OSI Systems, Inc.(a)                              16,800   $   306,432
----------------------------------------------------------------------
Sanmina-SCI Corp.(a)                              22,600       449,740
======================================================================
                                                             1,516,702
======================================================================

HEALTH CARE DISTRIBUTORS & SERVICES-1.45%

Accredo Health, Inc.(a)                           17,100       678,870
----------------------------------------------------------------------
IMPATH Inc.(a)                                     8,200       364,982
======================================================================
                                                             1,043,852
======================================================================

HEALTH CARE EQUIPMENT-4.11%

Bruker Daltonics, Inc.(a)                         23,000       376,050
----------------------------------------------------------------------
Cholestech Corp.(a)                                8,300       164,423
----------------------------------------------------------------------
Closure Medical Corp.(a)                          10,200       238,272
----------------------------------------------------------------------
Cytyc Corp.(a)                                    27,400       715,140
----------------------------------------------------------------------
Endocare, Inc.(a)                                 43,400       778,162
----------------------------------------------------------------------
Integra LifeSciences Holdings(a)                   5,000       131,700
----------------------------------------------------------------------
Respironics, Inc.(a)                              10,000       346,400
----------------------------------------------------------------------
Urologix, Inc.(a)                                 10,300       206,515
======================================================================
                                                             2,956,662
======================================================================

HEALTH CARE SUPPLIES-0.51%

ICU Medical, Inc.(a)                               8,200       364,900
======================================================================

INTEGRATED TELECOMMUNICATION SERVICES-1.31%

Intrado Inc.(a)                                   35,000       938,000
======================================================================

INTERNET RETAIL-1.02%

eBay Inc.(a)                                      11,000       735,900
======================================================================

INTERNET SOFTWARE & SERVICES-8.42%

Internet Security Systems, Inc.(a)                21,000       673,260
----------------------------------------------------------------------
McAfee.com Corp.(a)                               20,900       708,719
----------------------------------------------------------------------
PEC Solutions, Inc.(a)                            11,400       428,754
----------------------------------------------------------------------
Retek Inc.(a)                                     22,200       663,114
----------------------------------------------------------------------
SonicWALL, Inc.(a)                                60,300     1,172,232
----------------------------------------------------------------------
VeriSign, Inc.(a)                                 29,700     1,129,788
----------------------------------------------------------------------
WebEx Communications, Inc.(a)                     28,700       713,195
----------------------------------------------------------------------
Websense, Inc.(a)                                 17,500       561,225
======================================================================
                                                             6,050,287
======================================================================

IT CONSULTING & SERVICES-1.03%

Affiliated Computer Services, Inc.-Class A(a)      7,000       742,910
======================================================================

NETWORKING EQUIPMENT-4.57%

Cisco Systems, Inc.(a)                            27,900       505,269
----------------------------------------------------------------------
Emulex Corp.(a)                                   32,900     1,299,879
----------------------------------------------------------------------
McDATA Corp.-Class A(a)                           44,200     1,082,900
----------------------------------------------------------------------

FS-71


                                                             MARKET
                                                SHARES        VALUE
NETWORKING EQUIPMENT-(CONTINUED)

NetScreen Technologies, Inc.(a)                   18,000   $   398,340
======================================================================
                                                             3,286,388
======================================================================

PHARMACEUTICALS-0.58%

PRAECIS Pharmaceutical Inc.(a)                    72,100       419,622
======================================================================

SEMICONDUCTOR EQUIPMENT-1.39%

KLA-Tencor Corp.(a)                                6,400       317,184
----------------------------------------------------------------------
Kulicke & Soffa Industries, Inc.(a)               11,000       188,650
----------------------------------------------------------------------
Novellus Systems, Inc.(a)                         12,500       493,125
======================================================================
                                                               998,959
======================================================================

SEMICONDUCTORS-18.06%

Alpha Industries, Inc.(a)                         32,000       697,600
----------------------------------------------------------------------
Analog Devices, Inc.(a)                           27,600     1,225,164
----------------------------------------------------------------------
Broadcom Corp.-Class A(a)                         11,200       458,976
----------------------------------------------------------------------
Elantec Semiconductor, Inc.(a)                    27,900     1,071,360
----------------------------------------------------------------------
ESS Technology, Inc.(a)                           33,600       714,336
----------------------------------------------------------------------
Integrated Circuit Systems, Inc.(a)               72,000     1,626,480
----------------------------------------------------------------------
Intersil Corp.-Class A(a)                         16,800       541,800
----------------------------------------------------------------------
Microchip Technology Inc.(a)                      26,900     1,042,106
----------------------------------------------------------------------
Microsemi Corp.(a)                                43,900     1,303,830
----------------------------------------------------------------------
NVIDIA Corp.(a)                                   22,400     1,498,560
----------------------------------------------------------------------
QLogic Corp.(a)                                   13,200       587,532
----------------------------------------------------------------------
RF Micro Devices, Inc.(a)                         51,400       988,422
----------------------------------------------------------------------
Semtech Corp.(a)                                  34,300     1,224,167
======================================================================
                                                            12,980,333
======================================================================

SPECIALTY STORES-0.57%

Blockbuster Inc.-Class A                          16,100       405,720
======================================================================

SYSTEMS SOFTWARE-6.72%

Borland Software Corp.(a)                         33,500       524,610
----------------------------------------------------------------------
Microsoft Corp.(a)                                11,100       735,597
----------------------------------------------------------------------
Network Associates, Inc.(a)                       52,500     1,357,125
----------------------------------------------------------------------
Symantec Corp.(a)                                 10,900       722,997
----------------------------------------------------------------------
VERITAS Software Corp.(a)                         33,300     1,492,506
======================================================================
                                                             4,832,835
======================================================================

TELECOMMUNICATIONS EQUIPMENT-4.27%

Polycom, Inc.(a)                                  27,600       949,440
----------------------------------------------------------------------
QUALCOMM Inc.(a)                                  14,000       707,000
----------------------------------------------------------------------

                                                             MARKET
                                                SHARES        VALUE
TELECOMMUNICATIONS EQUIPMENT-(CONTINUED)

UTStarcom, Inc.(a)                                49,600   $ 1,413,600
======================================================================
                                                             3,070,040
======================================================================

WIRELESS TELECOMMUNICATION SERVICES-1.06%

Metro One Telecommunications, Inc.(a)             25,100       759,275
======================================================================
    Total Domestic Common Stocks (Cost
      $53,899,519)                                          60,744,631
======================================================================

FOREIGN STOCKS & OTHER EQUITY INTERESTS-9.52%

BERMUDA-1.17%

Marvell Technology Group Ltd.
  (Semiconductors)(a)                             23,400       838,188
======================================================================

CANADA-5.67%

Biovail Corp. (Pharmaceuticals)(a)                13,100       736,875
----------------------------------------------------------------------
Celestica Inc. (Electronic Equipment &
  Instruments)(a)                                 17,500       706,825
----------------------------------------------------------------------
Genesis Microchip Inc. (Semiconductors)(a)        30,200     1,996,824
----------------------------------------------------------------------
Optimal Robotics Corp.-Class A (Electronic
  Equipment & Instruments)(a)                     18,000       638,100
======================================================================
                                                             4,078,624
======================================================================

CHINA-0.46%

AsiaInfo Holdings, Inc. (Internet Software &
  Services)(a)                                    19,000       330,980
======================================================================

ISRAEL-0.58%

Check Point Software Technologies Ltd.
  (Internet Software & Services)(a)               10,500       418,845
======================================================================

TAIWAN-1.64%

Taiwan Semiconductor Manufacturing Co.
  Ltd.-ADR (Semiconductors)                       68,800     1,181,296
======================================================================
    Total Foreign Stocks & Other Equity
      Interests (Cost $4,987,859)                            6,847,933
======================================================================

MONEY MARKET FUNDS-5.86%

STIC Liquid Assets Portfolio(b)                2,105,256     2,105,256
----------------------------------------------------------------------
STIC Prime Portfolio(b)                        2,105,256     2,105,256
======================================================================
    Total Money Market Funds (Cost
      $4,210,512)                                            4,210,512
======================================================================
TOTAL INVESTMENTS-99.89% (Cost $63,097,890)                 71,803,076
======================================================================
OTHER ASSETS LESS LIABILITIES-0.11%                             76,427
======================================================================
NET ASSETS-100.00%                                         $71,879,503
______________________________________________________________________
======================================================================

Investment Abbreviations:

ADR - American Depositary Receipt

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) The money market fund and the Fund are affiliated by having the same investment advisor.

See Notes to Financial Statements.

FS-72


STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost $63,097,890)  $71,803,076
------------------------------------------------------------
Receivables for:
  Investments sold                                 1,195,679
------------------------------------------------------------
  Fund shares sold                                 1,178,156
------------------------------------------------------------
  Dividends                                            5,567
------------------------------------------------------------
Investment for deferred compensation plan              9,249
------------------------------------------------------------
Other assets                                          15,731
============================================================
    Total assets                                  74,207,458
============================================================

LIABILITIES:

Payables for:
  Investments purchased                              609,611
------------------------------------------------------------
  Fund shares reacquired                           1,557,931
------------------------------------------------------------
  Deferred compensation plan                           9,249
------------------------------------------------------------
Accrued distribution fees                             69,470
------------------------------------------------------------
Accrued transfer agent fees                           43,850
------------------------------------------------------------
Accrued operating expenses                            37,844
============================================================
    Total liabilities                              2,327,955
============================================================
Net assets applicable to shares outstanding      $71,879,503
____________________________________________________________
============================================================

NET ASSETS:

Class A                                          $40,097,050
____________________________________________________________
============================================================
Class B                                          $21,317,573
____________________________________________________________
============================================================
Class C                                          $10,464,880
____________________________________________________________
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                           10,432,232
____________________________________________________________
============================================================
Class B                                            5,595,466
____________________________________________________________
============================================================
Class C                                            2,745,032
____________________________________________________________
============================================================
Class A:
  Net asset value per share                      $      3.84
------------------------------------------------------------
  Offering price per share:
    (Net asset value of $3.84 divided by
      94.50%)                                    $      4.06
____________________________________________________________
============================================================
Class B:
  Net asset value and offering price per share   $      3.81
____________________________________________________________
============================================================
Class C:
  Net asset value and offering price per share   $      3.81
____________________________________________________________
============================================================

STATEMENT OF OPERATIONS
For the year ended December 31, 2001

INVESTMENT INCOME:

Dividends                                       $      7,025
------------------------------------------------------------
Dividends from affiliated money market funds         212,535
------------------------------------------------------------
Interest                                                  39
============================================================
    Total investment income                          219,599
============================================================

EXPENSES:

Advisory fees                                        662,429
------------------------------------------------------------
Administrative services fees                          50,000
------------------------------------------------------------
Custodian fees                                        31,486
------------------------------------------------------------
Distribution fees -- Class A                         129,174
------------------------------------------------------------
Distribution fees -- Class B                         197,761
------------------------------------------------------------
Distribution fees -- Class C                          95,599
------------------------------------------------------------
Transfer agent fees -- Class A                       216,105
------------------------------------------------------------
Transfer agent fees -- Class B                       115,097
------------------------------------------------------------
Transfer agent fees -- Class C                        55,639
------------------------------------------------------------
Trustees' fees                                         8,720
------------------------------------------------------------
Registration and filing fees                         119,636
------------------------------------------------------------
Other                                                 97,664
============================================================
    Total expenses                                 1,779,310
============================================================
Less: Fees waived                                   (357,926)
------------------------------------------------------------
    Expenses paid indirectly                          (2,145)
============================================================
    Net expenses                                   1,419,239
============================================================
Net investment income (loss)                      (1,199,640)
============================================================

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES AND OPTION CONTRACTS:

Net realized gain (loss) from:
  Investment securities                          (57,065,660)
------------------------------------------------------------
  Option contracts written                            26,423
============================================================
                                                 (57,039,237)
============================================================
Change in net unrealized appreciation of
  investment securities                           19,156,038
============================================================
Net gain (loss) from investment securities and
  option contracts                               (37,883,199)
============================================================
Net increase (decrease) in net assets
  resulting from operations                     $(39,082,839)
____________________________________________________________
============================================================

See Notes to Financial Statements.

FS-73


STATEMENT OF CHANGES IN NET ASSETS
For the year ended December 31, 2001 and the period August 31, 2000 (date operations commenced) through December 31, 2000

                                                                  2001            2000
                                                              ------------    ------------
OPERATIONS:

  Net investment income (loss)                                $ (1,199,640)   $   (160,198)
------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities and
    option contracts                                           (57,039,237)    (11,533,886)
------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities                                       19,156,038     (10,450,852)
==========================================================================================
    Net increase (decrease) in net assets resulting from
      operations                                               (39,082,839)    (22,144,936)
==========================================================================================
Share transactions-net:
  Class A                                                       18,653,815      56,708,694
------------------------------------------------------------------------------------------
  Class B                                                       11,339,309      27,020,002
------------------------------------------------------------------------------------------
  Class C                                                        5,592,841      13,792,617
==========================================================================================
    Net increase (decrease) in net assets                       (3,496,874)     75,376,377
==========================================================================================

NET ASSETS:

  Beginning of year                                             75,376,377              --
==========================================================================================
  End of year                                                 $ 71,879,503    $ 75,376,377
__________________________________________________________________________________________
==========================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $131,756,854    $ 97,390,471
------------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                        (9,414)        (29,356)
------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities and option contracts                            (68,573,123)    (11,533,886)
------------------------------------------------------------------------------------------
  Unrealized appreciation (depreciation) of investment
    securities                                                   8,705,186     (10,450,852)
==========================================================================================
                                                              $ 71,879,503    $ 75,376,377
__________________________________________________________________________________________
==========================================================================================

See Notes to Financial Statements.

FS-74


NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM New Technology Fund (the "Fund") is a series portfolio of AIM Funds Group (the "Trust"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is to achieve long-term growth of capital.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. 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 New York Stock Exchange ("NYSE").

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.

On December 31, 2001, undistributed net investment income was increased by $1,219,582 and shares of beneficial interest was decreased by $1,219,582 as a result of differing book/tax treatment of net operating loss and nondeductible stock issuance costs reclassifications. Net assets of the Fund were unaffected by the reclassifications discussed above.

C. Distributions -- Distributions from income and net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

FS-75


The Fund's capital loss carryforward of $66,633,491 is broken down by expiration date as follows:

CAPITAL LOSS
CARRYFORWARD                 EXPIRATION
------------                 ----------
$ 1,713,194               December 31, 2008
-------------------------------------------
 64,920,297               December 31, 2009
===========================================
$66,633,491
___________________________________________
===========================================

As of December 31, 2001, the Fund has a post-October capital loss deferral of $674,470, which will be recognized in the following tax year.

E. Covered Call Options -- The Fund may write call options, on a covered basis; that is, the Fund will own the underlying security. When the Fund writes a covered call option, an amount equal to the premium received by the Fund is recorded as an asset and an equivalent liability. The amount of the liability is subsequently "marked-to-market" to reflect the current market value of the option written. The current market value of a written option is the mean between the last bid and asked prices on that day. If a written call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received.

F. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 1.00% of the Fund's average daily net assets. Effective July 1, 2001, AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. For the year ended December 31, 2001, AIM waived fees of $357,926.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. For the year ended December 31, 2001, AIM was paid $50,000 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and shareholder services to the Fund. During the year ended December 31, 2001, AFS was paid $227,983 for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.35% of the Fund's average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. For the year ended December 31, 2001, the Class A, Class B and Class C shares paid AIM Distributors $129,174, $197,761 and $95,599, respectively, as compensation under the Plans.
AIM Distributors received commissions of $76,755 from sales of the Class A shares of the Fund during the year ended December 31, 2001. Such commissions are not an expense of the Fund. They are deducted from, and are not included in, the proceeds from sales of Class A shares. During the year ended December 31, 2001, AIM Distributors received $11,820 in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
During the year ended December 31, 2001, the Fund paid legal fees of $3,165 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Board of Trustees. A member of that firm is a trustee of the Trust.

NOTE 3-INDIRECT EXPENSES

For the year ended December 31, 2001, the Fund received reductions in transfer agency fees from AFS (an affiliate of AIM) of $874 and reductions in custodian fees of $1,271 under expense offset arrangements which resulted in a reduction of the Fund's total expenses of $2,145.

NOTE 4-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an "interested person" of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

NOTE 5-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a syndicate administered by Citibank, N.A. The Fund may borrow up to the lesser of
(i) $1,000,000,000 or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the line of credit may borrow on a first come, first served basis. During the year ended December 31, 2001, the Fund did not borrow under the line of credit agreement. The funds which are party to the line of credit are charged a commitment fee of 0.09% on the unused balance of the committed line. The commitment fee is allocated among the funds based on their respective average net assets for the period.

FS-76


NOTES 6-DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

As of December 31, 2001, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

Capital loss carryforward                    $(66,633,491)
---------------------------------------------------------
Unrealized appreciation                         6,756,140
=========================================================
                                             $(59,877,351)
_________________________________________________________
=========================================================

The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales, the tax deferral of capital losses incurred after October 31, and other deferrals.

NOTE 7-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund during the year ended December 31, 2001 was $171,838,145 and $132,767,768, respectively.
The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized appreciation of
  investment securities                       $12,098,334
---------------------------------------------------------
Aggregate unrealized (depreciation) of
  investment securities                        (4,658,310)
=========================================================
Net unrealized appreciation of investment
  securities                                  $ 7,440,024
_________________________________________________________
=========================================================
Cost of investments for tax purposes is $64,363,052.

NOTE 8-CALL OPTION CONTRACTS

Transactions in call options written during the year ended December 31, 2001 are summarized as follows:

                                                              CALL OPTION CONTRACTS
                                                              ----------------------
                                                              NUMBER OF    PREMIUMS
                                                              CONTRACTS    RECEIVED
                                                              ---------    ---------
Beginning of year                                                  --      $      --
------------------------------------------------------------------------------------
Written                                                         1,605        519,705
------------------------------------------------------------------------------------
Closed                                                         (1,183)      (380,134)
------------------------------------------------------------------------------------
Exercised                                                        (352)      (118,408)
------------------------------------------------------------------------------------
Expired                                                           (70)       (21,163)
====================================================================================
End of year                                                        --      $      --
____________________________________________________________________________________
====================================================================================

NOTE 9-SHARE INFORMATION

Changes in shares outstanding during the year ended December 31, 2001 and the period August 31, 2000 (date operations commenced) through December 31, 2000:

                                                                         2001                         2000
                                                              --------------------------    -------------------------
                                                                SHARES         AMOUNT         SHARES        AMOUNT
                                                              ----------    ------------    ----------    -----------
Sold:
  Class A                                                     10,000,780    $ 42,952,707     7,406,952    $63,371,172
---------------------------------------------------------------------------------------------------------------------
  Class B                                                      4,015,952      17,550,457     3,305,594     28,031,799
---------------------------------------------------------------------------------------------------------------------
  Class C                                                      2,552,966      10,916,402     1,784,951     15,613,560
=====================================================================================================================
Reacquired:
  Class A                                                     (6,054,184)    (24,298,892)     (921,316)    (6,662,478)
---------------------------------------------------------------------------------------------------------------------
  Class B                                                     (1,587,360)     (6,211,148)     (138,720)    (1,011,797)
---------------------------------------------------------------------------------------------------------------------
  Class C                                                     (1,346,193)     (5,323,561)     (246,692)    (1,820,943)
=====================================================================================================================
                                                               7,581,961    $ 35,585,965    11,190,769    $97,521,313
_____________________________________________________________________________________________________________________
=====================================================================================================================

FS-77


NOTE 10-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

                                                                          CLASS A
                                                              --------------------------------
                                                                              AUGUST 31, 2000
                                                                              (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,      DECEMBER 31,
                                                                2001(a)           2000(a)
                                                              ------------    ----------------
Net asset value, beginning of period                            $  6.74           $ 10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.06)            (0.02)
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (2.84)            (3.24)
==============================================================================================
    Total from investment operations                              (2.90)            (3.26)
==============================================================================================
Net asset value, end of period                                  $  3.84           $  6.74
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                  (43.03)%          (32.60)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $40,097           $43,732
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 1.86%(c)          1.72%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers                                              2.40%(c)          2.47%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (1.52)%(c)        (0.66)%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                             215%               54%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include sales charge and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $36,906,921.
(d) Annualized.

                                                                          CLASS B
                                                              --------------------------------
                                                                              AUGUST 31, 2000
                                                                              (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,      DECEMBER 31,
                                                                2001(a)           2000(a)
                                                              ------------    ----------------
Net asset value, beginning of period                            $  6.72           $ 10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.09)            (0.04)
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (2.82)            (3.24)
==============================================================================================
    Total from investment operations                              (2.91)            (3.28)
==============================================================================================
Net asset value, end of period                                  $  3.81           $  6.72
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                  (43.30)%          (32.80)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $21,318           $21,296
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 2.51%(c)          2.41%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers                                              3.05%(c)          3.16%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (2.17)%(c)        (1.36)%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                             215%               54%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charge and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $19,776,096.
(d) Annualized.

FS-78


NOTE 10-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                          CLASS C
                                                              --------------------------------
                                                                              AUGUST 31, 2000
                                                                              (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,      DECEMBER 31,
                                                                2001(a)           2000(a)
                                                              ------------    ----------------
Net asset value, beginning of period                            $  6.73           $ 10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.09)            (0.04)
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (2.83)            (3.23)
==============================================================================================
    Total from investment operations                              (2.92)            (3.27)
==============================================================================================
Net asset value, end of period                                  $  3.81           $  6.73
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                  (43.39)%          (32.70)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $10,465           $10,349
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets (including interest
  expense):
  With fee waivers                                                 2.51%(c)          2.41%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers                                              3.05%(c)          3.16%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (2.17)%(c)        (1.35)%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                             215%               54%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charge and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $9,559,894.
(d) Annualized.

FS-79


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of
AIM Select Equity Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM Select Equity Fund, formerly known as the AIM Select Growth Fund, (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for each of the periods ended on or before December 31, 1999 were audited by other independent accountants whose report, dated February 14, 2000, expressed an unqualified opinion thereon.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-80


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                               MARKET
                                                 SHARES        VALUE
COMMON STOCKS & OTHER EQUITY INTERESTS-97.52%

ADVERTISING-1.96%

Interpublic Group of Cos., Inc. (The)             235,000   $  6,941,900
------------------------------------------------------------------------
Lamar Advertising Co.(a)                          248,000     10,500,320
========================================================================
                                                              17,442,220
========================================================================

AIRLINES-0.45%

AirTran Holdings, Inc.(a)                         600,000      3,960,000
========================================================================

ALUMINUM-1.66%

Alcoa Inc.                                        415,000     14,753,250
========================================================================

APPAREL RETAIL-1.94%

Gap, Inc. (The)                                   735,000     10,245,900
------------------------------------------------------------------------
Ross Stores, Inc.                                 216,400      6,942,112
========================================================================
                                                              17,188,012
========================================================================

APPLICATION SOFTWARE-3.08%

Amdocs Ltd. (United Kingdom)(a)                   178,000      6,046,660
------------------------------------------------------------------------
National Instruments Corp.(a)                     316,000     11,837,360
------------------------------------------------------------------------
PeopleSoft, Inc.(a)                               126,000      5,065,200
------------------------------------------------------------------------
Secure Computing Corp.(a)                         214,500      4,407,975
========================================================================
                                                              27,357,195
========================================================================

BANKS-2.55%

Bank of America Corp.                             359,100     22,605,345
========================================================================

BIOTECHNOLOGY-0.66%

Gilead Sciences, Inc.(a)                           89,500      5,881,940
========================================================================

BROADCASTING & CABLE TV-4.54%

Charter Communications, Inc.-Class A(a)           350,000      5,750,500
------------------------------------------------------------------------
Clear Channel Communications, Inc.(a)             100,000      5,091,000
------------------------------------------------------------------------
Comcast Corp.-Class A(a)                          241,000      8,676,000
------------------------------------------------------------------------
Cox Communications, Inc.-Class A(a)               215,000      9,010,650
------------------------------------------------------------------------
Hispanic Broadcasting Corp.(a)                    276,000      7,038,000
------------------------------------------------------------------------
Univision Communications Inc.-Class A(a)          117,000      4,733,820
========================================================================
                                                              40,299,970
========================================================================

BUILDING PRODUCTS-3.80%

American Standard Cos. Inc.(a)                    266,000     18,149,180
------------------------------------------------------------------------
Masco Corp.                                       636,000     15,582,000
========================================================================
                                                              33,731,180
========================================================================

                                                               MARKET
                                                 SHARES        VALUE

COMPUTER STORAGE & PERIPHERALS-0.50%

Electronics for Imaging, Inc.(a)                  196,900   $  4,392,839
========================================================================

CONSUMER ELECTRONICS-1.37%

Koninklijke (Royal) Philips Electronics
  N.V.-ADR (Netherlands)                          416,207     12,115,786
========================================================================

CONSUMER FINANCE-0.64%

AmeriCredit Corp.(a)                              181,100      5,713,705
========================================================================

DATA PROCESSING SERVICES-6.12%

BISYS Group, Inc. (The)(a)                        218,000     13,949,820
------------------------------------------------------------------------
Ceridian Corp.(a)                                 994,500     18,646,875
------------------------------------------------------------------------
First Data Corp.                                  163,000     12,787,350
------------------------------------------------------------------------
Fiserv, Inc.(a)                                   211,912      8,968,116
========================================================================
                                                              54,352,161
========================================================================

DIVERSIFIED COMMERCIAL SERVICES-2.85%

Equifax Inc.                                      117,000      2,825,550
------------------------------------------------------------------------
H&R Block, Inc.                                   502,000     22,439,400
========================================================================
                                                              25,264,950
========================================================================

DIVERSIFIED FINANCIAL SERVICES-8.50%

American Capital Strategies, Ltd.                 199,600      5,658,660
------------------------------------------------------------------------
Citigroup Inc.                                    438,500     22,135,480
------------------------------------------------------------------------
Freddie Mac                                       259,860     16,994,844
------------------------------------------------------------------------
J.P. Morgan Chase & Co.                           446,000     16,212,100
------------------------------------------------------------------------
Lehman Brothers Holdings Inc.                      92,800      6,199,040
------------------------------------------------------------------------
Merrill Lynch & Co., Inc.                         158,000      8,234,960
========================================================================
                                                              75,435,084
========================================================================

DRUG RETAIL-0.50%

Walgreen Co.                                      133,000      4,476,780
========================================================================

ELECTRIC UTILITIES-2.56%

Duke Energy Corp.                                 115,000      4,514,900
------------------------------------------------------------------------
Orion Power Holdings, Inc.(a)                     164,000      4,280,400
------------------------------------------------------------------------
PG&E Corp.                                        722,000     13,891,280
========================================================================
                                                              22,686,580
========================================================================

ENVIRONMENTAL SERVICES-3.26%

Tetra Tech, Inc.                                  471,750      9,392,542
------------------------------------------------------------------------
Waste Management, Inc.                            614,000     19,592,740
========================================================================
                                                              28,985,282
========================================================================

FS-81


                                                               MARKET
                                                 SHARES        VALUE

FOOD RETAIL-1.59%

Kroger Co. (The)(a)                               675,000   $ 14,087,250
========================================================================

GENERAL MERCHANDISE STORES-1.62%

Target Corp.                                      350,000     14,367,500
========================================================================

HEALTH CARE DISTRIBUTORS & SERVICES-4.79%

Express Scripts, Inc.(a)                          240,000     11,222,400
------------------------------------------------------------------------
Laboratory Corp. of America Holdings(a)           100,000      8,085,000
------------------------------------------------------------------------
McKesson Corp.                                    368,000     13,763,200
------------------------------------------------------------------------
Quest Diagnostics Inc.(a)                         132,000      9,465,720
========================================================================
                                                              42,536,320
========================================================================

HEALTH CARE EQUIPMENT-0.26%

Bruker Daltonics, Inc.(a)                         140,000      2,289,000
========================================================================

HEALTH CARE FACILITIES-3.92%

Community Health Systems, Inc.(a)                 150,000      3,825,000
------------------------------------------------------------------------
HCA Inc.                                          150,000      5,781,000
------------------------------------------------------------------------
Health Management Associates, Inc.-Class A(a)     249,800      4,596,320
------------------------------------------------------------------------
LifePoint Hospitals, Inc.(a)                      193,600      6,590,144
------------------------------------------------------------------------
Province Healthcare Co.(a)                        150,000      4,629,000
------------------------------------------------------------------------
Universal Health Services, Inc.-Class B(a)        220,000      9,411,600
========================================================================
                                                              34,833,064
========================================================================

INDUSTRIAL CONGLOMERATES-3.47%

General Electric Co.                              318,000     12,745,440
------------------------------------------------------------------------
Tyco International Ltd. (Bermuda)                 306,000     18,023,400
========================================================================
                                                              30,768,840
========================================================================

INSURANCE BROKERS-0.98%

Marsh & McLennan Cos., Inc.                        81,000      8,703,450
========================================================================

IT CONSULTING & SERVICES-0.96%

Affiliated Computer Services, Inc.-Class A(a)      80,500      8,543,465
========================================================================

LEISURE PRODUCTS-1.52%

Mattel, Inc.                                      784,000     13,484,800
========================================================================

LIFE & HEALTH INSURANCE-1.74%

AFLAC, Inc.                                       273,500      6,717,160
------------------------------------------------------------------------
UnumProvident Corp.                               328,000      8,695,280
========================================================================
                                                              15,412,440
========================================================================

MANAGED HEALTH CARE-2.02%

CIGNA Corp.                                        50,000      4,632,500
------------------------------------------------------------------------
UnitedHealth Group Inc.                           188,200     13,318,914
========================================================================
                                                              17,951,414
========================================================================

                                                               MARKET
                                                 SHARES        VALUE

MOVIES & ENTERTAINMENT-2.76%

AOL Time Warner Inc.(a)                           424,500   $ 13,626,450
------------------------------------------------------------------------
Macrovision Corp.(a)                              175,000      6,163,500
------------------------------------------------------------------------
Viacom Inc.-Class B(a)                            107,300      4,737,295
========================================================================
                                                              24,527,245
========================================================================

MULTI-LINE INSURANCE-0.58%

American International Group, Inc.                 65,000      5,161,000
========================================================================

MULTI-UTILITIES-0.28%

Dynegy Inc.-Class A                                97,000      2,473,500
========================================================================

NETWORKING EQUIPMENT-0.56%

Cisco Systems, Inc.(a)                            275,000      4,980,250
========================================================================

OIL & GAS DRILLING-3.92%

ENSCO International Inc.                          528,600     13,135,710
------------------------------------------------------------------------
Noble Drilling Corp.(a)                           180,000      6,127,200
------------------------------------------------------------------------
Transocean Sedco Forex Inc.                       459,210     15,530,482
========================================================================
                                                              34,793,392
========================================================================

OIL & GAS EXPLORATION & PRODUCTION-0.37%

Apache Corp.                                       66,220      3,303,054
========================================================================

PAPER PRODUCTS-1.50%

International Paper Co.                           331,000     13,355,850
========================================================================

PHARMACEUTICALS-2.47%

Allergan, Inc.                                     63,000      4,728,150
------------------------------------------------------------------------
Forest Laboratories, Inc.(a)                       77,000      6,310,150
------------------------------------------------------------------------
Pfizer Inc.                                       122,700      4,889,595
------------------------------------------------------------------------
Taro Pharmaceutical Industries Ltd.
  (Israel)(a)                                     150,000      5,992,500
========================================================================
                                                              21,920,395
========================================================================

PROPERTY & CASUALTY INSURANCE-2.41%

Radian Group Inc.                                 141,000      6,055,950
------------------------------------------------------------------------
XL Capital Ltd.-Class A (Bermuda)                 168,000     15,348,480
========================================================================
                                                              21,404,430
========================================================================

REINSURANCE-0.60%

Everest Re Group, Ltd. (Bermuda)                   75,000      5,302,500
========================================================================

RESTAURANTS-0.97%

Jack in the Box Inc.(a)                           313,400      8,631,036
========================================================================

SEMICONDUCTOR EQUIPMENT-2.47%

Applied Materials, Inc.(a)                        300,000     12,030,000
------------------------------------------------------------------------
KLA-Tencor Corp.(a)                               200,000      9,912,000
========================================================================
                                                              21,942,000
========================================================================

FS-82


                                                               MARKET
                                                 SHARES        VALUE

SEMICONDUCTORS-1.68%

Intel Corp.                                        75,000   $  2,358,750
------------------------------------------------------------------------
Microsemi Corp.(a)                                 50,000      1,485,000
------------------------------------------------------------------------
Texas Instruments Inc.                            250,000      7,000,000
------------------------------------------------------------------------
Zoran Corp.(a)                                    125,000      4,080,000
========================================================================
                                                              14,923,750
========================================================================

SOFT DRINKS-0.94%

PepsiCo, Inc.                                     172,000      8,374,680
========================================================================

SYSTEMS SOFTWARE-3.88%

BMC Software, Inc.(a)                             384,000      6,286,080
------------------------------------------------------------------------
Computer Associates International, Inc.           452,000     15,589,480
------------------------------------------------------------------------
Microsoft Corp.(a)                                190,000     12,591,300
========================================================================
                                                              34,466,860
========================================================================

TELECOMMUNICATIONS EQUIPMENT-1.44%

UTStarcom, Inc.(a)                                450,000     12,825,000
========================================================================

                                                               MARKET
                                                 SHARES        VALUE

WIRELESS TELECOMMUNICATION SERVICES-0.88%

Nextel Communications, Inc.-Class A(a)            367,000   $  4,022,320
------------------------------------------------------------------------
Nextel Partners, Inc.-Class A(a)                  319,000      3,828,000
========================================================================
                                                               7,850,320
========================================================================
    Total Common Stocks & Other Equity
      Interests (Cost $807,597,431)                          865,855,084
========================================================================

MONEY MARKET FUNDS-4.47%

STIC Liquid Assets Portfolio(b)                19,855,197     19,855,197
------------------------------------------------------------------------
STIC Prime Portfolio(b)                        19,855,197     19,855,197
========================================================================
    Total Money Market Funds (Cost
      $39,710,394)                                            39,710,394
========================================================================
TOTAL INVESTMENTS-101.99% (Cost $847,307,825)                905,565,478
========================================================================
OTHER ASSETS LESS LIABILITIES-(1.99%)                        (17,672,917)
========================================================================
NET ASSETS-100.00%                                          $887,892,561
________________________________________________________________________
========================================================================

Investment Abbreviations:

ADR - American Depositary Receipt

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) The money market fund and the Fund are affiliated by having the same investment advisor.

See Notes to Financial Statements.

FS-83


STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost
  $847,307,825)*                                $905,565,478
------------------------------------------------------------
Receivables for:
  Fund shares sold                                   964,687
------------------------------------------------------------
  Dividends                                          292,975
------------------------------------------------------------
Investment for deferred compensation plan             80,091
------------------------------------------------------------
Collateral for securities loaned                  20,804,775
------------------------------------------------------------
Other assets                                          31,279
============================================================
    Total assets                                 927,739,285
============================================================

LIABILITIES:

Payables for:
  Investments purchased                           13,953,069
------------------------------------------------------------
  Fund shares reacquired                           3,662,953
------------------------------------------------------------
  Deferred compensation plan                          80,091
------------------------------------------------------------
  Collateral upon return of securities loaned     20,804,775
------------------------------------------------------------
Accrued distribution fees                            865,944
------------------------------------------------------------
Accrued transfer agent fees                          367,879
------------------------------------------------------------
Accrued operating expenses                           112,013
============================================================
    Total liabilities                             39,846,724
============================================================
Net assets applicable to shares outstanding     $887,892,561
____________________________________________________________
============================================================

NET ASSETS:

Class A                                         $396,778,567
____________________________________________________________
============================================================
Class B                                         $432,002,178
____________________________________________________________
============================================================
Class C                                         $ 59,111,816
____________________________________________________________
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                           23,333,935
____________________________________________________________
============================================================
Class B                                           27,803,405
____________________________________________________________
============================================================
Class C                                            3,808,999
____________________________________________________________
============================================================

Class A:

  Net asset value per share                     $      17.00
------------------------------------------------------------
  Offering price per share:
    (Net asset value of $17.00 divided by
      94.50%)                                   $      17.99
____________________________________________________________
============================================================
Class B:
  Net asset value and offering price per share  $      15.54
____________________________________________________________
============================================================
Class C:
  Net asset value and offering price per share  $      15.52
____________________________________________________________
============================================================

* At December 31, 2001, securities with an aggregate market value of $20,581,875 were on loan to brokers.

STATEMENT OF OPERATIONS
For the year ended December 31, 2001

INVESTMENT INCOME:

Dividends (net of foreign withholding tax of
  $13,367)                                     $   5,035,831
------------------------------------------------------------
Dividends from affiliated money market funds       2,791,822
------------------------------------------------------------
Interest                                              63,141
------------------------------------------------------------
Security lending income                               29,769
============================================================
    Total investment income                        7,920,563
============================================================

EXPENSES:

Advisory fees                                      6,487,014
------------------------------------------------------------
Administrative services fees                         148,860
------------------------------------------------------------
Custodian fees                                       112,232
------------------------------------------------------------
Distribution fees -- Class A                       1,072,072
------------------------------------------------------------
Distribution fees -- Class B                       5,043,700
------------------------------------------------------------
Distribution fees -- Class C                         627,234
------------------------------------------------------------
Transfer agent fees -- Class A                     1,145,962
------------------------------------------------------------
Transfer agent fees -- Class B                     1,399,499
------------------------------------------------------------
Transfer agent fees -- Class C                       174,042
------------------------------------------------------------
Trustees' fees                                        12,193
------------------------------------------------------------
Other                                                490,699
============================================================
    Total expenses                                16,713,507
============================================================
Less: Fees waived                                     (3,800)
------------------------------------------------------------
    Expenses paid indirectly                         (20,878)
============================================================
    Net expenses                                  16,688,829
============================================================
Net investment income (loss)                      (8,768,266)
============================================================

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES:

Net realized gain (loss) from investment
  securities                                     (63,074,168)
============================================================
Change in net unrealized appreciation
  (depreciation) of investment securities       (268,042,127)
============================================================
Net gain (loss) from investment securities      (331,116,295)
============================================================
Net increase (decrease) in net assets
  resulting from operations                    $(339,884,561)
____________________________________________________________
============================================================

See Notes to Financial Statements.

FS-84


STATEMENT OF CHANGES IN NET ASSETS
For the years ended December 31, 2001 and 2000

                                                                   2001              2000
                                                              --------------    --------------
OPERATIONS:

  Net investment income (loss)                                $   (8,768,266)   $   (6,192,102)
----------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities and
    futures contracts                                            (63,074,168)      153,404,957
----------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities                                       (268,042,127)     (209,245,233)
==============================================================================================
    Net increase (decrease) in net assets resulting from
      operations                                                (339,884,561)      (62,032,378)
==============================================================================================

Distributions to shareholders from net realized gains:
  Class A                                                           (302,937)      (59,353,657)
----------------------------------------------------------------------------------------------
  Class B                                                           (357,522)      (80,285,223)
----------------------------------------------------------------------------------------------
  Class C                                                            (50,347)       (8,275,783)
----------------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                          6,643,157       150,959,050
----------------------------------------------------------------------------------------------
  Class B                                                        (51,890,759)      181,653,821
----------------------------------------------------------------------------------------------
  Class C                                                          8,259,467        63,351,899
==============================================================================================
    Net increase (decrease) in net assets                       (377,583,502)      186,017,729
==============================================================================================

NET ASSETS:

  Beginning of year                                            1,265,476,063     1,079,458,334
==============================================================================================
  End of year                                                 $  887,892,561    $1,265,476,063
______________________________________________________________________________________________
==============================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $  899,675,016    $  945,455,716
----------------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                        (102,880)         (101,758)
----------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities and futures contracts                             (69,937,228)       (6,177,675)
----------------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities                58,257,653       326,299,780
==============================================================================================
                                                              $  887,892,561    $1,265,476,063
______________________________________________________________________________________________
==============================================================================================

See Notes to Financial Statements.

FS-85


NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Select Equity Fund, formerly AIM Select Growth Fund, (the "Fund") is a series portfolio of AIM Funds Group (the "Trust"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is to achieve long-term growth of capital.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. 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 New York Stock Exchange ("NYSE").

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.

On December 31, 2001, undistributed net investment income was increased by $8,767,144, undistributed net realized gains increased by $25,421 and shares of beneficial interest decreased by $8,792,565 as a result of net operating loss reclassifications and other reclassifications. Net assets of the Fund were unaffected by the reclassification discussed above.

C. Distributions -- Distributions from income and net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

The Fund has as capital loss carryforward of $47,261,707 as of December 31, 2001 which may be carried forward to offset

FS-86


future taxable gains, if any, which expires, if not previously utilized, in the year 2009. As of December 31, 2001 the Fund has a post-October capital loss deferral of $22,675,519 which will be recognized in the following tax year.

E. Futures Contracts -- The Fund may purchase or sell futures contracts as a hedge against changes in market conditions. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities as collateral for the account of the broker (the Fund's agent in acquiring the futures position). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by "marking to market" on a daily basis to reflect the market value of the contracts at the end of each day's trading. Variation margin payments are made or received depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund's basis in the contract. Risks include the possibility of an illiquid market and that a change in value of the contracts may not correlate with changes in the value of the securities being hedged.

F. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.80% of the first $150 million of the Fund's average daily net assets, plus 0.625% of the Fund's average daily net assets in excess of $150 million. Effective July 1, 2001, AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. For the year ended December 31, 2001, AIM waived fees of $3,800.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. For the year ended December 31, 2001, AIM was paid $148,860 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and shareholder services to the Fund. During the year ended December 31, 2001, AFS was paid $1,418,948 for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.25% of the Fund's average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. For the year ended December 31, 2001, the Class A, Class B and Class C shares paid AIM Distributors $1,072,072, $5,043,700 and $627,234, respectively, as compensation under the Plans.
AIM Distributors received commissions of $205,791 from sales of the Class A shares of the Fund during the year ended December 31, 2001. Such commissions are not an expense of the Fund. They are deducted from, and are not included in, the proceeds from sales of Class A shares. During the year ended December 31, 2001, AIM Distributors received $32,135 in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
During the year ended December 31, 2001, the Fund paid legal fees of $6,615 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Board of Trustees. A member of that firm is a trustee of the Trust.

NOTE 3-INDIRECT EXPENSES

For the year ended December 31, 2001, the Fund received reductions in transfer agency fees from AFS (an affiliate of AIM) of $14,056 and reductions in custodian fees of $6,822 under expense offset arrangements which resulted in a reduction of the Fund's total expenses of $20,878.

NOTE 4-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an "interested person" of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

NOTE 5-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a syndicate administered by Citibank, N.A. The Fund may borrow up to the lesser of
(i) $1,000,000,000 or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the line of credit may borrow on a first come, first served basis. During the year ended December 31, 2001, the Fund did not borrow under the line of credit agreement. The funds which are party to the line of credit are charged a commitment fee of 0.09% on the unused balance of the committed line. The commitment fee is allocated among the funds based on their respective average net assets for the period.

FS-87


NOTE 6-PORTFOLIO SECURITIES LOANED

The Fund may lend portfolio securities to the extent of one-third of the Fund's total assets. Such loans are secured by collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Cash collateral pursuant to these loans is invested in short-term money market instruments or affiliated money market funds. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. It is the Fund's policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day. Therefore, the value of the collateral may be temporarily less than the value of the securities on loan.
At December 31, 2001, securities with an aggregate value of $20,581,875 were on loan to brokers. The loans were secured by cash collateral of $20,804,775 received by the Fund and subsequently invested in STIC Liquid Assets Portfolio, an affiliated money market fund. For the year ended December 31, 2001, the Fund received fees of $29,769 for securities lending.

NOTE 7-DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of distributions paid during 2001 and 2000 was as follows:

                                    2001          2000
                                  --------    ------------
Distributions paid from
  long-term capital gain          $710,806    $147,914,663
__________________________________________________________
==========================================================

As of December 31, 2001, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

Capital loss carryforward                    $(47,261,707)
---------------------------------------------------------
Unrealized appreciation                        35,479,252
=========================================================
                                             $(11,782,455)
_________________________________________________________
=========================================================

The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of capital losses incurred after October 31, and other deferrals.

NOTE 8-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund during the year ended December 31, 2001 was $1,115,924,913 and $1,113,910,482, respectively.
The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized appreciation of
  investment securities                      $126,221,248
---------------------------------------------------------
Aggregate unrealized (depreciation) of
  investment securities                       (67,963,595)
=========================================================
Net unrealized appreciation of investment
  securities                                 $ 58,257,653
_________________________________________________________
=========================================================
Cost of investments for tax purposes is $847,307,825.

FS-88


NOTE 9-SHARE INFORMATION

Changes in shares outstanding during the years ended December 31, 2001 and 2000 were as follows:

                                                                         2001                           2000
                                                              ---------------------------    ---------------------------
                                                                SHARES         AMOUNT          SHARES         AMOUNT
                                                              ----------    -------------    ----------    -------------
Sold:
  Class A                                                      6,672,144    $ 124,637,977     6,779,004    $ 198,529,121
------------------------------------------------------------------------------------------------------------------------
  Class B                                                      4,452,066       77,747,707     7,978,650      219,786,359
------------------------------------------------------------------------------------------------------------------------
  Class C                                                      1,686,037       28,895,794     2,377,973       64,756,969
========================================================================================================================
Issued as reinvestment of dividends:
  Class A                                                         17,383          291,047     2,458,664       56,574,104
------------------------------------------------------------------------------------------------------------------------
  Class B                                                         21,814          329,884     3,538,127       74,996,759
------------------------------------------------------------------------------------------------------------------------
  Class C                                                          3,040           46,562       377,111        7,983,463
========================================================================================================================
Reacquired:
  Class A                                                     (6,609,149)    (118,285,867)   (3,586,000)    (104,144,175)
------------------------------------------------------------------------------------------------------------------------
  Class B                                                     (8,062,270)    (129,968,351)   (4,240,494)    (113,129,297)
------------------------------------------------------------------------------------------------------------------------
  Class C                                                     (1,300,657)     (20,682,889)     (364,164)      (9,388,533)
========================================================================================================================
                                                              (3,119,592)   $ (36,988,136)   15,318,871    $ 395,964,770
________________________________________________________________________________________________________________________
========================================================================================================================

NOTE 10-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

                                                                                       CLASS A
                                                              ----------------------------------------------------------
                                                                               YEAR ENDED DECEMBER 31,
                                                              ----------------------------------------------------------
                                                              2001(a)       2000(a)       1999        1998      1997(a)
                                                              --------      --------    --------    --------    --------
Net asset value, beginning of period                          $  22.88      $  26.23    $  19.35    $  15.67    $  14.78
------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                   (0.08)        (0.01)      (0.06)      (0.04)       0.01
------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                  (5.79)        (0.44)       8.00        4.24        2.82
========================================================================================================================
    Total from investment operations                             (5.87)        (0.45)       7.94        4.20        2.83
========================================================================================================================
Less distributions:
  Dividends from net investment income                              --            --          --          --       (0.01)
------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                          (0.01)        (2.90)      (1.06)      (0.52)      (1.93)
========================================================================================================================
    Total distributions                                          (0.01)        (2.90)      (1.06)      (0.52)      (1.94)
========================================================================================================================
Net asset value, end of period                                $  17.00      $  22.88    $  26.23    $  19.35    $  15.67
________________________________________________________________________________________________________________________
========================================================================================================================
Total return(b)                                                 (25.64)%       (1.77)%     41.48%      27.09%      19.54%
________________________________________________________________________________________________________________________
========================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $396,779      $532,042    $461,628    $320,143    $266,168
________________________________________________________________________________________________________________________
========================================================================================================================
Ratio of expenses to average net assets                           1.24%(c)      1.07%       1.09%       1.11%       1.13%
========================================================================================================================
Ratio of net investment income (loss) to average net assets      (0.45)%(c)    (0.02)%     (0.31)%     (0.22)%      0.04%
________________________________________________________________________________________________________________________
========================================================================================================================
Portfolio turnover rate                                            117%           56%         31%         68%        110%
________________________________________________________________________________________________________________________
========================================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include sales charges.
(c) Ratios are based on average daily net assets of $428,828,804.

FS-89


NOTE 10-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                        CLASS B
                                               ----------------------------------------------------------
                                                                YEAR ENDED DECEMBER 31,
                                               ----------------------------------------------------------
                                               2001(a)       2000(a)     1999(a)       1998      1997(a)
                                               --------      --------    --------    --------    --------
Net asset value, beginning of period           $  21.07      $  24.57    $  18.33    $  14.98    $  14.32
---------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                    (0.20)        (0.22)      (0.23)      (0.17)      (0.13)
---------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both
    realized and unrealized)                      (5.32)        (0.38)       7.53        4.04        2.72
=========================================================================================================
  Total from investment operations                (5.52)        (0.60)       7.30        3.87        2.59
=========================================================================================================
Less distributions from net realized gains        (0.01)        (2.90)      (1.06)      (0.52)      (1.93)
=========================================================================================================
Net asset value, end of period                 $  15.54      $  21.07    $  24.57    $  18.33    $  14.98
_________________________________________________________________________________________________________
=========================================================================================================
Total return(b)                                  (26.19)%       (2.50)%     40.29%      26.13%      18.50%
_________________________________________________________________________________________________________
=========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)       $432,002      $661,445    $592,555    $428,002    $356,186
_________________________________________________________________________________________________________
=========================================================================================================
Ratio of expenses to average net assets            2.00%(c)      1.84%       1.90%       1.93%       1.99%
=========================================================================================================
Ratio of net investment income (loss) to
  average net assets                              (1.21)%(c)    (0.80)%     (1.12)%     (1.04)%     (0.82)%
_________________________________________________________________________________________________________
=========================================================================================================
Portfolio turnover rate                             117%           56%         31%         68%        110%
_________________________________________________________________________________________________________
=========================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges.
(c) Ratios are based on average daily net assets of $504,370,050.

                                                                                         CLASS C
                                                              --------------------------------------------------------------
                                                                                                             AUGUST 4, 1997
                                                                                                            (DATE OPERATIONS
                                                                       YEAR ENDED DECEMBER 31,               COMMENCED) TO
                                                              ------------------------------------------      DECEMBER 31,
                                                              2001(a)      2000(a)    1999(a)    1998(a)        1997(a)
                                                              -------      -------    -------    -------    ----------------
Net asset value, beginning of period                          $ 21.05      $ 24.55    $ 18.32    $ 14.98         $17.65
----------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                  (0.20)       (0.22)     (0.23)     (0.17)         (0.04)
----------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                 (5.32)       (0.38)      7.52       4.03          (0.70)
============================================================================================================================
    Total from investment operations                            (5.52)       (0.60)      7.29       3.86          (0.74)
============================================================================================================================
Less distributions from net realized gains                      (0.01)       (2.90)     (1.06)     (0.52)         (1.93)
============================================================================================================================
Net asset value, end of period                                $ 15.52      $ 21.05    $ 24.55    $ 18.32         $14.98
____________________________________________________________________________________________________________________________
============================================================================================================================
Total return(b)                                                (26.21)%      (2.50)%    40.26%     26.07%         (3.86)%
____________________________________________________________________________________________________________________________
============================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $59,112      $71,989    $25,275    $ 8,501         $1,189
____________________________________________________________________________________________________________________________
============================================================================================================================
Ratio of expenses to average net assets                          2.00%(c)     1.84%      1.90%      1.93%          1.95%(d)
============================================================================================================================
Ratio of net investment income (loss) to average net assets     (1.21)%(c)   (0.80)%    (1.12)%    (1.04)%        (0.77)%(d)
____________________________________________________________________________________________________________________________
============================================================================================================================
Portfolio turnover rate                                           117%          56%        31%        68%           110%
____________________________________________________________________________________________________________________________
============================================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $62,723,395.
(d) Annualized.

FS-90


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of
AIM Small Cap Equity Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM Small Cap Equity Fund (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-91


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                              MARKET
                                                SHARES        VALUE
COMMON STOCKS & OTHER EQUITY INTERESTS-93.84%

AEROSPACE & DEFENSE-1.06%

United Defense Industries, Inc.(a)               100,000   $  2,105,000
=======================================================================

AIR FREIGHT & COURIERS-0.70%

UTI Worldwide, Inc.                               70,800      1,385,556
=======================================================================

AIRLINES-0.52%

AirTran Holdings, Inc.(a)                        156,000      1,029,600
=======================================================================

APPAREL RETAIL-2.23%

Abercrombie & Fitch Co.-Class A(a)                69,500      1,843,835
-----------------------------------------------------------------------
Genesco Inc.(a)                                   57,200      1,187,472
-----------------------------------------------------------------------
Ross Stores, Inc.                                 43,400      1,392,272
=======================================================================
                                                              4,423,579
=======================================================================

APPLICATION SOFTWARE-4.20%

Eclipsys Corp.(a)                                 97,600      1,634,800
-----------------------------------------------------------------------
MSC.Software Corp.(a)                             73,000      1,138,800
-----------------------------------------------------------------------
National Instruments Corp.(a)                     45,900      1,719,414
-----------------------------------------------------------------------
PLATO Learning, Inc.(a)                           74,000      1,229,140
-----------------------------------------------------------------------
Renaissance Learning, Inc.(a)                     48,000      1,462,560
-----------------------------------------------------------------------
Secure Computing Corp.(a)                         56,400      1,159,020
=======================================================================
                                                              8,343,734
=======================================================================

AUTO PARTS & EQUIPMENT-0.76%

Tower Automotive, Inc.(a)                        168,400      1,520,652
=======================================================================

BANKS-0.48%

TCF Financial Corp.                               20,100        964,398
=======================================================================

BIOTECHNOLOGY-0.49%

Transkaryotic Therapies, Inc.(a)                  23,000        984,400
=======================================================================

BROADCASTING & CABLE TV-3.36%

Cox Radio, Inc.-Class A(a)                        27,300        695,604
-----------------------------------------------------------------------
Entercom Communications Corp.(a)                  22,200      1,110,000
-----------------------------------------------------------------------
Entravision Communications Corp.-Class A(a)      140,700      1,681,365
-----------------------------------------------------------------------
Hispanic Broadcasting Corp.(a)                    46,600      1,188,300
-----------------------------------------------------------------------
Mediacom Communications Corp.(a)                 110,000      2,008,600
=======================================================================
                                                              6,683,869
=======================================================================

CATALOG RETAIL-2.30%

Insight Enterprises, Inc.(a)                      96,250      2,367,750
-----------------------------------------------------------------------
J. Jill Group Inc.(a)                            102,600      2,208,978
=======================================================================
                                                              4,576,728
=======================================================================

COMPUTER STORAGE & PERIPHERALS-0.76%

Electronics for Imaging, Inc.(a)                  67,400      1,503,694
=======================================================================

                                                              MARKET
                                                SHARES        VALUE

CONSTRUCTION & ENGINEERING-0.72%

Granite Construction Inc.                         59,600   $  1,435,168
=======================================================================

CONSTRUCTION & FARM MACHINERY-1.68%

AGCO Corp.(a)                                    100,000      1,578,000
-----------------------------------------------------------------------
Terex Corp.(a)                                   100,000      1,754,000
=======================================================================
                                                              3,332,000
=======================================================================

CONSTRUCTION MATERIALS-1.04%

Florida Rock Industries, Inc.                     56,300      2,059,454
=======================================================================

CONSUMER FINANCE-3.31%

AmeriCredit Corp.(a)                              76,600      2,416,730
-----------------------------------------------------------------------
Metris Cos. Inc.                                  80,100      2,059,371
-----------------------------------------------------------------------
New Century Financial Corp.                      103,000      1,393,590
-----------------------------------------------------------------------
Saxon Capital Acquisition Corp. (Acquired
  07/27/01; Cost $707,000)(a)(b)                  70,000        708,750
=======================================================================
                                                              6,578,441
=======================================================================

DATA PROCESSING SERVICES-0.88%

Alliance Data Systems Corp.(a)                    91,600      1,754,140
=======================================================================

DIVERSIFIED COMMERCIAL SERVICES-5.59%

Edison Schools Inc.(a)                           103,560      2,034,954
-----------------------------------------------------------------------
Iron Mountain Inc.(a)                             18,000        788,400
-----------------------------------------------------------------------
NCO Group, Inc.(a)                                95,600      2,189,240
-----------------------------------------------------------------------
Pre-Paid Legal Services, Inc.(a)                  90,800      1,988,520
-----------------------------------------------------------------------
Profit Recovery Group International, Inc.
  (The)(a)                                       252,800      2,060,320
-----------------------------------------------------------------------
Sylvan Learning Systems, Inc.(a)                  92,600      2,043,682
=======================================================================
                                                             11,105,116
=======================================================================

DIVERSIFIED FINANCIAL SERVICES-2.55%

Affiliated Managers Group, Inc.(a)                27,200      1,917,056
-----------------------------------------------------------------------
American Capital Strategies, Ltd.                 46,700      1,323,945
-----------------------------------------------------------------------
W.P. Stewart & Co., Ltd. (Bermuda)                70,000      1,834,000
=======================================================================
                                                              5,075,001
=======================================================================

DIVERSIFIED METALS & MINING-0.35%

Massey Energy Co.                                 33,500        694,455
=======================================================================

DRUG RETAIL-0.65%

Duane Reade Inc.(a)                               42,600      1,292,910
=======================================================================

ELECTRICAL COMPONENTS & EQUIPMENT-0.69%

Wilson Greatbatch Technologies, Inc.(a)           38,000      1,371,800
=======================================================================

ELECTRONIC EQUIPMENT & INSTRUMENTS-5.85%

Amphenol Corp.-Class A(a)                         31,400      1,508,770
-----------------------------------------------------------------------
CTS Corp.                                         80,500      1,279,950
-----------------------------------------------------------------------
DSP Group, Inc.(a)                                67,600      1,572,376
-----------------------------------------------------------------------
Garmin Ltd. (Cayman Islands)(a)                   87,500      1,865,500
-----------------------------------------------------------------------

FS-92


                                                              MARKET
                                                SHARES        VALUE
ELECTRONIC EQUIPMENT & INSTRUMENTS-(CONTINUED)

Technitrol, Inc.                                  59,000   $  1,629,580
-----------------------------------------------------------------------
Tektronix, Inc.(a)                                76,000      1,959,280
-----------------------------------------------------------------------
Varian Inc.(a)                                    55,800      1,810,152
=======================================================================
                                                             11,625,608
=======================================================================

ENVIRONMENTAL SERVICES-0.76%

Tetra Tech, Inc.                                  76,000      1,513,160
=======================================================================

FOOD RETAIL-0.85%

Casey's General Stores, Inc.                     112,800      1,680,720
=======================================================================

GENERAL MERCHANDISE STORES-0.80%

Tuesday Morning Corp.(a)                          88,300      1,597,347
=======================================================================

HEALTH CARE DISTRIBUTORS & SERVICES-4.34%

Apria Healthcare Group Inc.(a)                    59,100      1,476,909
-----------------------------------------------------------------------
D & K Healthcare Resources, Inc.                  26,000      1,480,700
-----------------------------------------------------------------------
First Horizon Pharmaceutical Corp.(a)             23,900        702,421
-----------------------------------------------------------------------
Genesis Health Ventures, Inc.(a)                  65,100      1,399,650
-----------------------------------------------------------------------
MAXIMUS, Inc.(a)                                  44,000      1,850,640
-----------------------------------------------------------------------
Option Care, Inc.(a)                              88,100      1,722,355
=======================================================================
                                                              8,632,675
=======================================================================

HEALTH CARE EQUIPMENT-1.35%

Apogent Technologies Inc.(a)                      56,300      1,452,540
-----------------------------------------------------------------------
CardioDynamics International Corp.(a)            185,000      1,222,850
=======================================================================
                                                              2,675,390
=======================================================================

HEALTH CARE FACILITIES-2.13%

LifePoint Hospitals, Inc.(a)                      40,200      1,368,408
-----------------------------------------------------------------------
U.S. Physical Therapy, Inc.(a)                    55,600        898,496
-----------------------------------------------------------------------
VCA Antech, Inc.(a)                              162,500      1,969,500
=======================================================================
                                                              4,236,404
=======================================================================

HOUSEHOLD APPLIANCES-0.93%

Snap-on Inc.                                      54,800      1,844,568
=======================================================================

HOUSEHOLD PRODUCTS-0.76%

Dial Corp. (The)                                  88,000      1,509,200
=======================================================================

INDUSTRIAL MACHINERY-0.92%

Flowserve Corp.(a)                                69,100      1,838,751
=======================================================================

INSURANCE BROKERS-0.57%

Willis Group Holdings Ltd. (United
  Kingdom)(a)                                     48,300      1,137,465
=======================================================================

INTERNET SOFTWARE & SERVICES-2.02%

Hotel Reservations Network, Inc.-Class A(a)       39,700      1,826,200
-----------------------------------------------------------------------
Quovadx, Inc.(a)                                 119,500      1,093,425
-----------------------------------------------------------------------
Stellent, Inc.(a)                                 37,200      1,099,632
=======================================================================
                                                              4,019,257
=======================================================================

IT CONSULTING & SERVICES-1.96%

Tier Technologies, Inc.-Class B(a)               100,000      2,156,000
-----------------------------------------------------------------------

                                                              MARKET
                                                SHARES        VALUE
IT CONSULTING & SERVICES-(CONTINUED)

Titan Corp. (The)(a)                              69,500   $  1,734,025
=======================================================================
                                                              3,890,025
=======================================================================

LEISURE PRODUCTS-1.02%

Direct Focus, Inc.(a)                             64,800      2,021,760
=======================================================================

LIFE & HEALTH INSURANCE-0.43%

Phoenix Cos., Inc. (The)(a)                       45,700        845,450
=======================================================================

MANAGED HEALTH CARE-1.60%

Centene Corp.(a)                                  61,500      1,349,925
-----------------------------------------------------------------------
Orthodontic Centers of America, Inc.(a)           59,700      1,820,850
=======================================================================
                                                              3,170,775
=======================================================================

MOVIES & ENTERTAINMENT-1.16%

Alliance Atlantis Communications Inc.-Class B
  (Canada)(a)                                    105,000      1,186,629
-----------------------------------------------------------------------
Championship Auto Racing Teams, Inc.(a)           69,000      1,110,210
=======================================================================
                                                              2,296,839
=======================================================================

MULTI-UTILITIES-0.98%

MDU Resources Group, Inc.                         69,300      1,950,795
=======================================================================

MUTUAL FUNDS-0.97%

MCG Capital Corp.(a)                             108,400      1,929,520
=======================================================================

NETWORKING EQUIPMENT-0.64%

Lantronix, Inc.(a)                               200,000      1,264,000
=======================================================================

OFFICE ELECTRONICS-0.88%

IKON Office Solutions, Inc.                      149,200      1,744,148
=======================================================================

OIL & GAS DRILLING-0.97%

Pride International, Inc.(a)                     128,100      1,934,310
=======================================================================

OIL & GAS EQUIPMENT & SERVICES-1.64%

Core Laboratories N.V. (Netherlands)(a)          110,500      1,549,210
-----------------------------------------------------------------------
Key Energy Services, Inc.(a)                     185,800      1,709,360
=======================================================================
                                                              3,258,570
=======================================================================

OIL & GAS EXPLORATION & PRODUCTION-1.80%

Forest Oil Corp.(a)                               50,450      1,423,194
-----------------------------------------------------------------------
XTO Energy, Inc.                                 123,400      2,159,500
=======================================================================
                                                              3,582,694
=======================================================================

PACKAGED FOODS-1.43%

Hain Celestial Group, Inc.(a)                     67,000      1,839,820
-----------------------------------------------------------------------
Suprema Specialties, Inc.(a)                     100,000      1,000,000
=======================================================================
                                                              2,839,820
=======================================================================

PHARMACEUTICALS-0.46%

ICN Pharmaceuticals, Inc.                         27,100        907,850
=======================================================================

PROPERTY & CASUALTY INSURANCE-2.10%

PMA Capital Corp.-Class A                        100,000      1,930,000
-----------------------------------------------------------------------
Vesta Insurance Group, Inc.                       94,200        753,600
-----------------------------------------------------------------------

FS-93


                                                              MARKET
                                                SHARES        VALUE
PROPERTY & CASUALTY INSURANCE-(CONTINUED)

W. R. Berkley Corp.                               27,800   $  1,492,860
=======================================================================
                                                              4,176,460
=======================================================================

RAILROADS-1.07%

Genesee & Wyoming Inc.-Class A(a)                 65,000      2,122,250
=======================================================================

REAL ESTATE INVESTMENT TRUSTS-4.30%

America First Mortgage Investments, Inc.         150,000      1,312,500
-----------------------------------------------------------------------
Annaly Mortgage Management Inc.                  111,000      1,776,000
-----------------------------------------------------------------------
Anworth Mortgage Asset Corp.                     200,000      1,820,000
-----------------------------------------------------------------------
CarrAmerica Realty Corp.                          65,900      1,983,590
-----------------------------------------------------------------------
FBR Asset Investment Corp.                        59,100      1,660,710
=======================================================================
                                                              8,552,800
=======================================================================

REINSURANCE-1.45%

Annuity and Life Reassurance Holdings, Ltd.
  (Bermuda)                                       68,700      1,725,057
-----------------------------------------------------------------------
PartnerRe Ltd. (Bermuda)                          21,400      1,155,600
=======================================================================
                                                              2,880,657
=======================================================================

RESTAURANTS-3.40%

AFC Enterprises, Inc.(a)                          75,000      2,129,250
-----------------------------------------------------------------------
Jack in the Box Inc.(a)                           43,700      1,203,498
-----------------------------------------------------------------------
P.F. Chang's China Bistro, Inc.(a)                30,500      1,442,650
-----------------------------------------------------------------------
Sonic Corp.(a)                                    54,900      1,976,400
=======================================================================
                                                              6,751,798
=======================================================================

SEMICONDUCTOR EQUIPMENT-1.53%

Brooks Automation, Inc.(a)                        46,500      1,891,155
-----------------------------------------------------------------------
Varian Semiconductor Equipment Associates,
  Inc.(a)                                         33,500      1,158,765
=======================================================================
                                                              3,049,920
=======================================================================

SEMICONDUCTORS-1.86%

Alpha Industries, Inc.(a)                         26,500        577,700
-----------------------------------------------------------------------

                                                              MARKET
                                                SHARES        VALUE
SEMICONDUCTORS-(CONTINUED)

Fairchild Semiconductor Corp.-Class A(a)          72,500   $  2,044,500
-----------------------------------------------------------------------
Semtech Corp.(a)                                  30,000      1,070,700
=======================================================================
                                                              3,692,900
=======================================================================

SPECIALTY CHEMICALS-0.79%

International Flavors & Fragrances Inc.           52,600      1,562,746
=======================================================================

SPECIALTY STORES-3.12%

Foot Locker, Inc.(a)                              49,400        773,110
-----------------------------------------------------------------------
Rent-A-Center, Inc.(a)                            49,700      1,668,429
-----------------------------------------------------------------------
Sonic Automotive, Inc.(a)                         78,400      1,837,696
-----------------------------------------------------------------------
United Rentals, Inc.(a)                           84,400      1,915,880
=======================================================================
                                                              6,195,115
=======================================================================

SYSTEMS SOFTWARE-1.77%

Borland Software Corp.(a)                         58,200        911,412
-----------------------------------------------------------------------
Moldflow Corp.(a)                                 59,900        857,768
-----------------------------------------------------------------------
Wind River Systems, Inc.(a)                       97,500      1,746,225
=======================================================================
                                                              3,515,405
=======================================================================

TRUCKING-0.91%

Landstar System, Inc.(a)                          24,900      1,805,499
=======================================================================
    Total Common Stocks & Other Equity
      Interests (Cost $162,529,896)                         186,472,346
=======================================================================

MONEY MARKET FUNDS-5.95%

STIC Liquid Assets Portfolio(c)                5,912,747      5,912,747
-----------------------------------------------------------------------
STIC Prime Portfolio(c)                        5,912,747      5,912,747
=======================================================================
    Total Money Market Funds (Cost
      $11,825,494)                                           11,825,494
=======================================================================
TOTAL INVESTMENTS-99.79% (Cost $174,355,390)                198,297,840
=======================================================================
OTHER ASSETS LESS LIABILITIES-0.21%                             408,709
=======================================================================
NET ASSETS-100.00%                                         $198,706,549
_______________________________________________________________________
=======================================================================

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) Restricted security. May be resold to qualified institutional buyers in accordance with the provisions of Rule 144A under the Securities Act of 1933, as amended. The market value of this security at 12/31/01 represented 0.36% of the Fund's net assets.
(c) The money market fund and the Fund are affiliated by having the same investment advisor.

See Notes to Financial Statements.

FS-94


STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost
  $174,355,390)                                 $198,297,840
------------------------------------------------------------
Receivables for:
  Fund shares sold                                 3,396,993
------------------------------------------------------------
  Dividends                                          259,676
------------------------------------------------------------
Investment for deferred compensation plan              9,333
------------------------------------------------------------
Other assets                                          15,561
============================================================
    Total assets                                 201,979,403
============================================================

LIABILITIES:

Payables for:
  Investments purchased                            2,027,702
------------------------------------------------------------
  Fund shares reacquired                             947,361
------------------------------------------------------------
  Deferred compensation plan                           9,333
------------------------------------------------------------
Accrued distribution fees                            177,845
------------------------------------------------------------
Accrued transfer agent fees                           59,085
------------------------------------------------------------
Accrued operating expenses                            51,528
============================================================
    Total liabilities                              3,272,854
============================================================
Net assets applicable to shares outstanding     $198,706,549
____________________________________________________________
============================================================

NET ASSETS:

Class A                                         $105,146,051
____________________________________________________________
============================================================
Class B                                         $ 64,012,241
____________________________________________________________
============================================================
Class C                                         $ 29,548,257
____________________________________________________________
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                           10,316,603
____________________________________________________________
============================================================
Class B                                            6,334,462
____________________________________________________________
============================================================
Class C                                            2,924,367
____________________________________________________________
============================================================
Class A:
  Net asset value per share                     $      10.19
------------------------------------------------------------
  Offering price per share:
    (Net asset value of $10.19 divided by
      94.50%)                                   $      10.78
____________________________________________________________
============================================================
Class B:
  Net asset value and offering price per share  $      10.11
____________________________________________________________
============================================================
Class C:
  Net asset value and offering price per share  $      10.10
____________________________________________________________
============================================================

STATEMENT OF OPERATIONS
For the year ended December 31, 2001

INVESTMENT INCOME:

Dividends                                        $ 1,047,706
------------------------------------------------------------
Dividends from affiliated money market funds         369,276
------------------------------------------------------------
Interest                                                  39
============================================================
    Total investment income                        1,417,021
============================================================

EXPENSES:

Advisory fees                                        997,232
------------------------------------------------------------
Administrative services fees                          50,000
------------------------------------------------------------
Custodian fees                                        38,112
------------------------------------------------------------
Distribution fees -- Class A                         216,534
------------------------------------------------------------
Distribution fees -- Class B                         382,833
------------------------------------------------------------
Distribution fees -- Class C                         171,712
------------------------------------------------------------
Transfer agent fees -- Class A                       184,325
------------------------------------------------------------
Transfer agent fees -- Class B                       118,756
------------------------------------------------------------
Transfer agent fees -- Class C                        53,266
------------------------------------------------------------
Trustees' fees                                         8,725
------------------------------------------------------------
Registration and filing fees                         132,293
------------------------------------------------------------
Other                                                101,128
============================================================
    Total expenses                                 2,454,916
============================================================
Less: Fees waived                                       (714)
------------------------------------------------------------
    Expenses paid indirectly                          (1,858)
============================================================
    Net expenses                                   2,452,344
============================================================
Net investment income (loss)                      (1,035,323)
============================================================

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCIES AND
  OPTION CONTRACTS:

Net realized gain (loss) from:
  Investment securities                           (6,252,879)
------------------------------------------------------------
  Foreign currencies                                     560
------------------------------------------------------------
  Option contracts written                             3,570
============================================================
                                                  (6,248,749)
============================================================
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                           21,878,546
------------------------------------------------------------
  Option contracts written                            (3,677)
============================================================
                                                  21,874,869
============================================================
Net gain from investment securities, foreign
  currencies and option contracts                 15,626,120
============================================================
Net increase in net assets resulting from
  operations                                     $14,590,797
____________________________________________________________
============================================================

See Notes to Financial Statements.

FS-95


STATEMENT OF CHANGES IN NET ASSETS
For the year ended December 31, 2001 and the period August 31, 2000 (date operations commenced) through December 31, 2000

                                                                  2001           2000
                                                              ------------    -----------
OPERATIONS:

  Net investment income (loss)                                $ (1,035,323)   $   (42,970)
-----------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities,
    foreign currencies, futures contracts and option
    contracts                                                   (6,248,749)    (3,388,953)
-----------------------------------------------------------------------------------------
  Change in net unrealized appreciation of investment
    securities, and option contracts                            21,874,869      2,067,581
=========================================================================================
    Net increase (decrease) in net assets resulting from
      operations                                                14,590,797     (1,364,342)
=========================================================================================
Distributions to shareholders from net investment income:
  Class A                                                          (45,876)            --
-----------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                       64,401,893     33,716,692
-----------------------------------------------------------------------------------------
  Class B                                                       43,327,916     16,719,812
-----------------------------------------------------------------------------------------
  Class C                                                       18,212,944      9,146,713
=========================================================================================
    Net increase in net assets                                 140,487,674     58,218,875
=========================================================================================

NET ASSETS:

  Beginning of year                                             58,218,875             --
=========================================================================================
  End of year                                                 $198,706,549    $58,218,875
_________________________________________________________________________________________
=========================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $184,411,918    $59,572,581
-----------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                        (9,556)       (32,334)
-----------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities, foreign currencies, futures contracts and
    option contracts                                            (9,638,263)    (3,388,953)
-----------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities and
    option contracts                                            23,942,450      2,067,581
=========================================================================================
                                                              $198,706,549    $58,218,875
_________________________________________________________________________________________
=========================================================================================

See Notes to Financial Statements.

FS-96


NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Small Cap Equity Fund (the "Fund") is a series portfolio of AIM Funds Group (the "Trust"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is to achieve long-term growth of capital.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. 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 New York Stock Exchange ("NYSE").

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.

On December 31, 2001, undistributed net investment income (loss) was increased by $1,103,977, undistributed net realized gains (losses) decreased by $561 and shares of beneficial interest decreased by $1,103,416 as a result of differing book/tax treatment of foreign currency transactions, net operating loss, nondeductible stock issuance costs and other reclassifications. Net assets of the Fund were unaffected by the reclassifications discussed above.

C. Distributions -- Distributions from income and net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

FS-97


The Fund's capital loss carryforward of $9,014,563 is broken down by expiration date as follows:

CAPITAL LOSS
CARRYFORWARD      EXPIRATION
------------      ----------
  $  700,372   December 31, 2008
--------------------------------
   8,314,191   December 31, 2009
================================
  $9,014,563
________________________________
================================

As of December 31, 2001, the Fund has a post-October capital loss deferral of $231,927 which will be recognized in the following tax year.

E. Foreign Currency Translations -- Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

F. Foreign Currency Contracts -- A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund may enter into a foreign currency contract to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. The Fund may also enter into a foreign currency contract for the purchase or sale of a security denominated in a foreign currency in order to "lock in" the U.S. dollar price of that security. The Fund could be exposed to risk if counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably.

G. Covered Call Options -- The Fund may write call options, on a covered basis; that is, the Fund will own the underlying security. When the Fund writes a covered call option, an amount equal to the premium received by the Fund is recorded as an asset and an equivalent liability. The amount of the liability is subsequently "marked-to-market" to reflect the current market value of the option written. The current market value of a written option is the mean between the last bid and asked prices on that day. If a written call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received.

H. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.85% of the Fund's average daily net assets. Effective July 1, 2001, AIM voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. For the year ended December 31, 2001, AIM waived fees of $714.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. For the year ended December 31, 2001, AIM was paid $50,000 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and shareholder services to the Fund. During the year ended December 31, 2001, AFS was paid $186,757 for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.35% of the Fund's average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. For the year ended December 31, 2001, the Class A, Class B and Class C shares paid AIM Distributors $216,534, $382,833 and $171,712, respectively, as compensation under the Plans.
AIM Distributors received commissions of $129,827 from sales of the Class A shares of the Fund during the year ended December 31, 2001. Such commissions are not an expense of the Fund. They are deducted from, and are not included in, the proceeds from sales of Class A shares. During the year ended December 31, 2001, AIM Distributors received $39,954 in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
During the year ended December 31, 2001, the Fund paid legal fees of $4,503 for services rendered by Kramer, Levin, Naftalis &

FS-98


Frankel LLP as counsel to the Board of Trustees. A member of that firm is a trustee of the Trust.

NOTE 3-INDIRECT EXPENSES

For the year ended December 31, 2001, the Fund received reductions in transfer agency fees from AFS (an affiliate of AIM) of $1,341 and reductions in custodian fees of $517 under expense offset arrangements which resulted in a reduction of the Fund's total expenses of $1,858.

NOTE 4-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an "interested person" of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

NOTE 5-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a syndicate administered by Citibank, N.A. The Fund may borrow up to the lesser of
(i) $1,000,000,000 or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the line of credit may borrow on a first come, first served basis. During the year ended December 31, 2001, the Fund did not borrow under the line of credit agreement. The funds which are party to the line of credit are charged a commitment fee of 0.09% on the unused balance of the committed line. The commitment fee is allocated among the funds based on their respective average net assets for the period.

NOTE 6-DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of distributions paid during 2001 and 2000 was as follows:

                                          2001       2000
                                         -------    ------
Distribution paid from ordinary income   $45,876    $   --
__________________________________________________________
==========================================================

As of December 31, 2001, the components of distributable earnings on a tax basis were as follows:

Capital loss carryforward                     $(9,014,563)
---------------------------------------------------------
Unrealized appreciation                        23,309,194
=========================================================
                                              $14,294,631
_________________________________________________________
=========================================================

The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales, the tax deferral of capital losses incurred after October 31, and other deferrals.

NOTE 7-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund during the year ended December 31, 2001 was $251,361,454 and $134,509,390, respectively.
The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized appreciation of
  investment securities                       $26,840,387
---------------------------------------------------------
Aggregate unrealized (depreciation) of
  investment securities                        (3,271,359)
=========================================================
Net unrealized appreciation of investment
  securities                                  $23,569,028
_________________________________________________________
=========================================================
Cost of investments for tax purposes is $174,728,812.

NOTE 8-CALL OPTION CONTRACTS

Transactions in call options written during the year ended December 31, 2001 are summarized as follows:

                                   CALL OPTION CONTRACTS
                                   ----------------------
                                   NUMBER OF    PREMIUMS
                                   CONTRACTS    RECEIVED
                                   ---------    ---------
Beginning of year                      47       $   8,084
---------------------------------------------------------
Written                               683         324,300
---------------------------------------------------------
Closed                               (500)       (129,496)
---------------------------------------------------------
Exercised                            (120)       (172,314)
---------------------------------------------------------
Expired                              (110)        (30,574)
=========================================================
End of year                            --       $      --
_________________________________________________________
=========================================================

FS-99


NOTE 9-SHARE INFORMATION

Changes in shares outstanding during the year ended December 31, 2001 and the period August 31, 2000 (date operations commenced) through December 31, 2000 were as follows:

                                                                         2001                         2000
                                                              --------------------------    ------------------------
                                                                SHARES         AMOUNT        SHARES        AMOUNT
                                                              ----------    ------------    ---------    -----------
Sold:
  Class A                                                      9,399,572    $ 88,163,980    3,707,242    $35,554,951
--------------------------------------------------------------------------------------------------------------------
  Class B                                                      5,648,744      52,902,323    1,851,798     17,580,252
--------------------------------------------------------------------------------------------------------------------
  Class C                                                      3,099,967      29,048,663    1,021,221      9,654,027
====================================================================================================================
Issued as reinvestment of dividends:
  Class A                                                          3,879          37,431           --             --
====================================================================================================================
Reacquired:
  Class A                                                     (2,593,418)    (23,799,518)    (200,672)    (1,838,259)
--------------------------------------------------------------------------------------------------------------------
  Class B                                                     (1,069,688)     (9,574,407)     (96,392)      (860,440)
--------------------------------------------------------------------------------------------------------------------
  Class C                                                     (1,142,623)    (10,835,719)     (54,198)      (507,314)
====================================================================================================================
                                                              13,346,433    $125,942,753    6,228,999    $59,583,217
____________________________________________________________________________________________________________________
====================================================================================================================

NOTE 10-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

                                                                           CLASS A
                                                              ----------------------------------
                                                                                AUGUST 31, 2000
                                                                                (DATE OPERATIONS
                                                               YEAR ENDED        COMMENCED) TO
                                                              DECEMBER 31,        DECEMBER 31,
                                                                2001(a)             2000(a)
                                                              ------------      ----------------
Net asset value, beginning of period                            $   9.36            $ 10.00
------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                     (0.05)                --
------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                     0.88              (0.64)
================================================================================================
    Total from investment operations                                0.83              (0.64)
================================================================================================
Less dividends from net investment income                           0.00                 --
================================================================================================
Net asset value, end of period                                  $  10.19            $  9.36
________________________________________________________________________________________________
================================================================================================
Total return(b)                                                     8.92%             (6.40)%
________________________________________________________________________________________________
================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $105,146            $32,805
________________________________________________________________________________________________
================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                  1.78%(c)           1.78%(d)
------------------------------------------------------------------------------------------------
  Without fee waivers                                               1.78%(c)           2.72%(d)
================================================================================================
Ratio of net investment income (loss) to average net assets        (0.57)%(c)         (0.12)%(d)
________________________________________________________________________________________________
================================================================================================
Portfolio turnover rate                                              123%                49%
________________________________________________________________________________________________
================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $61,866,906.
(d) Annualized.

FS-100


NOTE 10-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                           CLASS B
                                                              ----------------------------------
                                                                                AUGUST 31, 2000
                                                                                (DATE OPERATIONS
                                                               YEAR ENDED        COMMENCED) TO
                                                              DECEMBER 31,        DECEMBER 31,
                                                                2001(a)             2000(a)
                                                              ------------      ----------------
Net asset value, beginning of period                            $  9.33             $ 10.00
------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.11)              (0.03)
------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                    0.89               (0.64)
================================================================================================
    Total from investment operations                               0.78               (0.67)
================================================================================================
Net asset value, end of period                                  $ 10.11             $  9.33
________________________________________________________________________________________________
================================================================================================
Total return(b)                                                    8.36%              (6.70)%
________________________________________________________________________________________________
================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $64,012             $16,385
________________________________________________________________________________________________
================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 2.44%(c)            2.49%(d)
------------------------------------------------------------------------------------------------
  Without fee waivers                                              2.44%(c)            3.43%(d)
================================================================================================
Ratio of net investment income (loss) to average net assets       (1.23)%(c)          (0.83)%(d)
________________________________________________________________________________________________
================================================================================================
Portfolio turnover rate                                             123%                 49%
________________________________________________________________________________________________
================================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $38,283,298.
(d) Annualized.

                                                                          CLASS C
                                                              --------------------------------
                                                                              AUGUST 31, 2000
                                                                              (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,      DECEMBER 31,
                                                                2001(a)           2000(a)
                                                              ------------    ----------------
Net asset value, beginning of period                            $  9.34            $10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.11)            (0.03)
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                    0.87             (0.63)
==============================================================================================
    Total from investment operations                               0.76             (0.66)
==============================================================================================
Net asset value, end of period                                  $ 10.10            $ 9.34
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                    8.14%            (6.60)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $29,548            $9,028
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 2.44%(c)          2.49%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers                                              2.44%(c)          3.43%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (1.23)%(c)        (0.83)%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                             123%               49%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $17,171,230.
(d) Annualized.

FS-101


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of
AIM Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM Value Fund (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, and the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for each of the periods ended on or before December 31, 1999 were audited by other independent accountants whose report, dated February 14, 2000, expressed an unqualified opinion thereon.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-102


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                                  MARKET
                                                  SHARES           VALUE
COMMON STOCKS & OTHER EQUITY INTERESTS-94.51%

ADVERTISING-3.05%

Omnicom Group Inc.                                6,350,000   $   567,372,500
=============================================================================

APPLICATION SOFTWARE-1.38%

Amdocs Ltd. (United Kingdom)(a)                   4,131,700       140,353,849
-----------------------------------------------------------------------------
PeopleSoft, Inc.(a)                               2,914,800       117,174,960
=============================================================================
                                                                  257,528,809
=============================================================================

BANKS-1.58%

Bank of New York Co., Inc. (The)                  7,199,500       293,739,600
=============================================================================

BROADCASTING & CABLE TV-6.14%

Comcast Corp.-Class A(a)                         12,000,000       432,000,000
-----------------------------------------------------------------------------
Cox Communications, Inc.-Class A(a)              17,000,000       712,470,000
=============================================================================
                                                                1,144,470,000
=============================================================================

COMPUTER & ELECTRONICS RETAIL-1.41%

Best Buy Co., Inc.(a)                             3,525,600       262,586,688
=============================================================================

COMPUTER HARDWARE-2.11%

International Business Machines Corp.             3,250,000       393,120,000
=============================================================================

CONSUMER FINANCE-0.26%

Household International, Inc.                       850,000        49,249,000
=============================================================================

DATA PROCESSING SERVICES-5.80%

Automatic Data Processing, Inc.                   4,700,000       276,830,000
-----------------------------------------------------------------------------
First Data Corp.                                 10,250,000       804,112,500
=============================================================================
                                                                1,080,942,500
=============================================================================

DIVERSIFIED FINANCIAL SERVICES-12.23%

American Express Co.                              2,750,000        98,147,500
-----------------------------------------------------------------------------
Citigroup Inc.                                   11,750,000       593,140,000
-----------------------------------------------------------------------------
Fannie Mae                                        4,500,000       357,750,000
-----------------------------------------------------------------------------
Freddie Mac                                       7,250,000       474,150,000
-----------------------------------------------------------------------------
J.P. Morgan Chase & Co.                          10,000,000       363,500,000
-----------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co.                  7,000,000       391,580,000
=============================================================================
                                                                2,278,267,500
=============================================================================

DRUG RETAIL-1.26%

Walgreen Co.                                      7,000,000       235,620,000
=============================================================================

ELECTRIC UTILITIES-1.33%

Duke Energy Corp.                                 4,671,400       183,399,164
-----------------------------------------------------------------------------
Mirant Corp.(a)                                   4,000,000        64,080,000
=============================================================================
                                                                  247,479,164
=============================================================================

ELECTRONIC EQUIPMENT & INSTRUMENTS-1.84%

Celestica Inc. (Canada)(a)                        8,500,000       343,315,000
=============================================================================

                                                                  MARKET
                                                  SHARES           VALUE

ENVIRONMENTAL SERVICES-0.56%

Waste Management, Inc.                            3,250,000   $   103,707,500
=============================================================================

FOOD RETAIL-2.34%

Kroger Co. (The)(a)                               7,400,000       154,438,000
-----------------------------------------------------------------------------
Safeway Inc.(a)                                   6,750,000       281,812,500
=============================================================================
                                                                  436,250,500
=============================================================================

FOOTWEAR-0.65%

NIKE, Inc.-Class B                                2,150,000       120,916,000
=============================================================================

GENERAL MERCHANDISE STORES-3.61%

Target Corp.                                     16,396,100       673,059,905
=============================================================================

HEALTH CARE EQUIPMENT-1.58%

Baxter International Inc.                         5,500,000       294,965,000
=============================================================================

HEALTH CARE FACILITIES-1.97%

HCA Inc.                                          9,500,000       366,130,000
=============================================================================

HOUSEHOLD PRODUCTS-0.96%

Kimberly-Clark Corp.                              3,000,000       179,400,000
=============================================================================

INDUSTRIAL CONGLOMERATES-5.63%

General Electric Co.                             15,500,000       621,240,000
-----------------------------------------------------------------------------
Tyco International Ltd. (Bermuda)                 7,265,000       427,908,500
=============================================================================
                                                                1,049,148,500
=============================================================================

INTEGRATED OIL & GAS-5.51%

BP PLC-ADR (United Kingdom)                       9,000,000       418,590,000
-----------------------------------------------------------------------------
ChevronTexaco Corp.                               2,725,000       244,187,250
-----------------------------------------------------------------------------
Exxon Mobil Corp.                                 9,250,000       363,525,000
=============================================================================
                                                                1,026,302,250
=============================================================================

INTEGRATED TELECOMMUNICATION SERVICES-0.71%

AT&T Corp.                                        5,406,900        98,081,166
-----------------------------------------------------------------------------
Qwest Communications International Inc.           2,363,000        33,389,190
=============================================================================
                                                                  131,470,356
=============================================================================

INTERNET SOFTWARE & SERVICES-0.37%

Check Point Software Technologies Ltd.
  (Israel)(a)                                     1,734,000        69,169,260
=============================================================================

MANAGED HEALTH CARE-3.11%

CIGNA Corp.                                       1,100,000       101,915,000
-----------------------------------------------------------------------------
UnitedHealth Group Inc.                           6,750,000       477,697,500
=============================================================================
                                                                  579,612,500
=============================================================================

MOVIES & ENTERTAINMENT-2.28%

AOL Time Warner Inc.(a)                          13,250,000       425,325,000
=============================================================================

FS-103


                                                                  MARKET
                                                  SHARES           VALUE

MULTI-LINE INSURANCE-4.50%

American International Group, Inc.                8,750,000   $   694,750,000
-----------------------------------------------------------------------------
Hartford Financial Services Group, Inc. (The)     2,300,000       144,509,000
=============================================================================
                                                                  839,259,000
=============================================================================

MULTI-UTILITIES-1.50%

Dynegy Inc.-Class A                               3,310,000        84,405,000
-----------------------------------------------------------------------------
Williams Cos., Inc. (The)                         7,625,000       194,590,000
=============================================================================
                                                                  278,995,000
=============================================================================

NETWORKING EQUIPMENT-0.68%

Cisco Systems, Inc.(a)                            7,000,000       126,770,000
=============================================================================

OIL & GAS DRILLING-0.54%

Transocean Sedco Forex Inc.                       3,000,000       101,460,000
=============================================================================

OIL & GAS EQUIPMENT & SERVICES-0.69%

Baker Hughes Inc.                                 3,500,000       127,645,000
=============================================================================

PHARMACEUTICALS-8.47%

Abbott Laboratories                               3,750,000       209,062,500
-----------------------------------------------------------------------------
Allergan, Inc.                                      700,000        52,535,000
-----------------------------------------------------------------------------
Bristol-Myers Squibb Co.                          5,500,000       280,500,000
-----------------------------------------------------------------------------
Johnson & Johnson                                 6,100,000       360,510,000
-----------------------------------------------------------------------------
Pfizer Inc.                                      13,750,000       547,937,500
-----------------------------------------------------------------------------
Schering-Plough Corp.                             3,580,400       128,214,124
=============================================================================
                                                                1,578,759,124
=============================================================================

SEMICONDUCTOR EQUIPMENT-0.59%

Applied Materials, Inc.(a)                        2,000,000        80,200,000
-----------------------------------------------------------------------------
Teradyne, Inc.(a)                                 1,000,000        30,140,000
=============================================================================
                                                                  110,340,000
=============================================================================

SEMICONDUCTORS-1.87%

Analog Devices, Inc.(a)                           7,832,900       347,702,431
=============================================================================

                                                                  MARKET
                                                  SHARES           VALUE

SOFT DRINKS-1.28%

PepsiCo, Inc.                                     4,900,000   $   238,581,000
=============================================================================

SYSTEMS SOFTWARE-3.26%

Microsoft Corp.(a)                                7,500,000       497,025,000
-----------------------------------------------------------------------------
Oracle Corp.(a)                                   8,000,000       110,480,000
=============================================================================
                                                                  607,505,000
=============================================================================

TELECOMMUNICATIONS EQUIPMENT-0.82%

Nokia Oyj-ADR (Finland)                           6,200,000       152,086,000
=============================================================================

WIRELESS TELECOMMUNICATION SERVICES-2.64%

Nextel Communications, Inc.-Class A(a)           16,000,000       175,360,000
-----------------------------------------------------------------------------
Sprint Corp. (PCS Group)(a)                      13,000,000       317,330,000
=============================================================================
                                                                  492,690,000
=============================================================================
    Total Common Stocks & Other Equity
      Interests (Cost $16,074,880,269)                         17,610,940,087
=============================================================================

                                                PRINCIPAL
                                                  AMOUNT
U.S. TREASURY BILLS-0.27%

  1.73%, 03/21/02 (Cost $49,821,153)(b)         $50,000,000(c)      49,831,500
=============================================================================

                                                  SHARES

MONEY MARKET FUNDS-5.83%

STIC Liquid Assets Portfolio(d)                 543,212,543       543,212,543
-----------------------------------------------------------------------------
STIC Prime Portfolio(d)                         543,212,543       543,212,543
=============================================================================
    Total Money Market Funds (Cost
      $1,086,425,086)                                           1,086,425,086
=============================================================================
TOTAL INVESTMENTS-100.61% (Cost
  $17,211,126,508)                                             18,747,196,673
=============================================================================
OTHER ASSETS LESS LIABILITIES-(0.61%)                            (114,306,892)
=============================================================================
NET ASSETS-100.00%                                            $18,632,889,781
_____________________________________________________________________________
=============================================================================

Investment Abbreviations:

ADR - American Depositary Receipt

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) Security traded on a discount basis. The interest rate shown represents the rate of discount at issue.
(c) A portion of the principal balance was pledged as collateral to cover margin requirements for open futures contracts. See Note 9.
(d) The money market fund and the Fund are affiliated by having the same investment advisor.

See Notes to Financial Statements.

FS-104


STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost
  $17,211,126,508)*                           $18,747,196,673
-------------------------------------------------------------
Receivables for:
  Foreign currency contracts closed                    59,148
-------------------------------------------------------------
  Investments sold                                 18,029,129
-------------------------------------------------------------
  Fund shares sold                                 12,001,351
-------------------------------------------------------------
  Dividends                                        13,382,777
-------------------------------------------------------------
  Foreign currency contracts outstanding              225,622
-------------------------------------------------------------
Investment for deferred compensation plan             351,580
-------------------------------------------------------------
Collateral for securities loaned                  306,480,800
=============================================================
    Total assets                               19,097,727,080
=============================================================

LIABILITIES:

Payables for:
  Investments purchased                            36,630,618
-------------------------------------------------------------
  Fund shares reacquired                           94,076,582
-------------------------------------------------------------
  Deferred compensation plan                          351,580
-------------------------------------------------------------
  Collateral upon return of securities
    loaned                                        306,480,800
-------------------------------------------------------------
  Variation margin                                  1,941,819
-------------------------------------------------------------
Accrued distribution fees                          18,920,140
-------------------------------------------------------------
Accrued trustees' fees                                  2,225
-------------------------------------------------------------
Accrued transfer agent fees                         4,806,271
-------------------------------------------------------------
Accrued operating expenses                          1,627,264
=============================================================
    Total liabilities                             464,837,299
=============================================================
Net assets applicable to shares outstanding   $18,632,889,781
_____________________________________________________________
=============================================================

NET ASSETS:

Class A                                       $ 8,502,698,600
_____________________________________________________________
=============================================================
Class B                                       $ 9,186,979,708
_____________________________________________________________
=============================================================
Class C                                       $   943,211,473
_____________________________________________________________
=============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER
  SHARE:

Class A                                           782,185,557
_____________________________________________________________
=============================================================
Class B                                           891,921,284
_____________________________________________________________
=============================================================
Class C                                            91,519,712
_____________________________________________________________
=============================================================
Class A:
  Net asset value per share                   $         10.87
-------------------------------------------------------------
  Offering price per share:
    (Net asset value of $10.87 divided by
      94.50%)                                 $         11.50
_____________________________________________________________
=============================================================
Class B:
  Net asset value and offering price per
    share                                     $         10.30
_____________________________________________________________
=============================================================
Class C:
  Net asset value and offering price per
    share                                     $         10.31
_____________________________________________________________
=============================================================

* At December 31, 2001, securities with an aggregate market value of $298,716,122 were on loan to brokers.

STATEMENT OF OPERATIONS
For the year ended December 31, 2001

INVESTMENT INCOME:

Dividends (net of foreign withholding tax of
  $1,456,867)                                 $   148,613,119
-------------------------------------------------------------
Dividends from affiliated money market funds       72,431,045
-------------------------------------------------------------
Interest                                            2,373,669
-------------------------------------------------------------
Security lending income                               520,323
=============================================================
    Total investment income                       223,938,156
=============================================================

EXPENSES:

Advisory fees                                     133,647,827
-------------------------------------------------------------
Administrative services fees                          833,469
-------------------------------------------------------------
Custodian fees                                      1,018,061
-------------------------------------------------------------
Distribution fees -- Class A                       24,169,158
-------------------------------------------------------------
Distribution fees -- Class B                      105,895,470
-------------------------------------------------------------
Distribution fees -- Class C                       10,844,420
-------------------------------------------------------------
Transfer agent fees -- Class A                     20,064,494
-------------------------------------------------------------
Transfer agent fees -- Class B                     22,786,011
-------------------------------------------------------------
Transfer agent fees -- Class C                      2,333,443
-------------------------------------------------------------
Trustees' fees                                         93,658
-------------------------------------------------------------
Other                                               6,018,404
=============================================================
    Total expenses                                327,704,415
=============================================================
Less: Fees waived                                  (8,961,757)
-------------------------------------------------------------
    Expenses paid indirectly                         (300,621)
=============================================================
    Net expenses                                  318,442,037
=============================================================
Net investment income (loss)                      (94,503,881)
=============================================================

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCY
  CONTRACTS, FUTURES CONTRACTS AND OPTION
  CONTRACTS:

Net realized gain (loss) from:
  Investment securities                        (1,667,834,047)
-------------------------------------------------------------
  Foreign currency contracts                        5,801,409
-------------------------------------------------------------
  Futures contracts                              (194,734,701)
-------------------------------------------------------------
  Option contracts written                         48,068,160
=============================================================
                                               (1,808,699,179)
=============================================================
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                        (1,374,928,457)
-------------------------------------------------------------
  Foreign currency contracts                       30,399,250
-------------------------------------------------------------
  Futures contracts                                14,725,637
-------------------------------------------------------------
  Option contracts written                        (49,439,506)
=============================================================
                                               (1,379,243,076)
=============================================================
Net gain (loss) from investment securities,
  foreign currency contracts, futures
  contracts and option contracts               (3,187,942,255)
=============================================================
Net increase (decrease) in net assets
  resulting from operations                   $(3,282,446,136)
_____________________________________________________________
=============================================================

See Notes to Financial Statements.

FS-105


STATEMENT OF CHANGES IN NET ASSETS
For the years ended December 31, 2001 and 2000

                                                                   2001               2000
                                                              ---------------    ---------------
OPERATIONS:

  Net investment income (loss)                                $   (94,503,881)   $  (153,822,863)
------------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities,
    foreign currency contracts, futures contracts and option
    contracts                                                  (1,808,699,179)     1,802,222,254
------------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities, foreign currency contracts,
    futures contracts and option contracts                     (1,379,243,076)    (6,293,440,690)
================================================================================================
    Net increase (decrease) in net assets resulting from
      operations                                               (3,282,446,136)    (4,645,041,299)
================================================================================================
Distributions to shareholders from net realized gains:
  Class A                                                         (11,567,785)    (1,074,794,698)
------------------------------------------------------------------------------------------------
  Class B                                                         (13,103,850)    (1,247,299,950)
------------------------------------------------------------------------------------------------
  Class C                                                          (1,340,169)      (126,240,715)
------------------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                      (1,265,245,616)     1,670,331,026
------------------------------------------------------------------------------------------------
  Class B                                                      (1,623,452,392)     1,786,995,772
------------------------------------------------------------------------------------------------
  Class C                                                        (147,015,896)       774,093,169
================================================================================================
    Net increase (decrease) in net assets                      (6,344,171,844)    (2,861,956,695)
================================================================================================

NET ASSETS:

  Beginning of year                                            24,977,061,625     27,839,018,320
================================================================================================
  End of year                                                 $18,632,889,781    $24,977,061,625
________________________________________________________________________________________________
================================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $18,906,290,031    $22,036,509,303
------------------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                         (837,038)          (751,164)
------------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities, foreign currency contracts, futures
    contracts and option contracts                             (1,812,776,568)        21,847,054
------------------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities, foreign
    currency contracts, futures contracts and option
    contracts                                                   1,540,213,356      2,919,456,432
================================================================================================
                                                              $18,632,889,781    $24,977,061,625
________________________________________________________________________________________________
================================================================================================

See Notes to Financial Statements.

FS-106


NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Value Fund (the "Fund") is a series portfolio of AIM Funds Group (the "Trust"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is to achieve long-term growth of capital. Income is a secondary objective.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. 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 New York Stock Exchange ("NYSE").
Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.
On December 31, 2001, undistributed net investment income was increased by $94,418,007, undistributed net realized gains increased by $87,361 and shares of beneficial interest decreased by $94,505,368 as a result of net operating loss reclassifications, foreign currency reclassifications and other reclassifications. Net assets of the Fund were unaffected by the reclassifications discussed above.

C. Distributions -- Distributions from income and net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
The Fund has a capital loss carryforward of $1,670,556,615 as of December 31, 2001 which may be carried forward to

FS-107


offset future taxable gains, if any, which expires, if not previously utilized, in the year 2009. As of December 31, 2001 the fund has a post-October capital loss deferral of $103,779,442 which will be recognized in the following tax year.

E. Foreign Currency Translations -- Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

F. Foreign Currency Contracts -- A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund may enter into a foreign currency contract to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. The Fund may also enter into a foreign currency contract for the purchase or sale of a security denominated in a foreign currency in order to "lock in" the U.S. dollar price of that security. The Fund could be exposed to risk if counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably.

Outstanding foreign currency contracts at December 31, 2001 were as follows:

                              CONTRACT TO                            UNREALIZED
SETTLEMENT             --------------------------                   APPRECIATION
   DATE     CURRENCY     DELIVER       RECEIVE         VALUE       (DEPRECIATION)
----------  --------   -----------   ------------   ------------   --------------
 02/28/02     CAD      438,750,000   $276,641,943   $275,563,529     $1,078,414
---------------------------------------------------------------------------------
 02/28/02     EUR      140,300,000    123,970,996    124,823,788       (852,792)
=================================================================================
                                     $400,612,939   $400,387,317     $  225,622
_________________________________________________________________________________
=================================================================================

G. Covered Call Options -- The Fund may write call options, on a covered basis; that is, the Fund will own the underlying security. When the Fund writes a covered call option, an amount equal to the premium received by the Fund is recorded as an asset and an equivalent liability. The amount of the liability is subsequently "marked-to-market" to reflect the current market value of the option written. The current market value of a written option is the mean between the last bid and asked prices on that day. If a written call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received.

H. Futures Contracts -- The Fund may purchase or sell futures contracts as a hedge against changes in market conditions. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities as collateral for the account of the broker (the Fund's agent in acquiring the futures position). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by "marking to market" on a daily basis to reflect the market value of the contracts at the end of each day's trading. Variation margin payments are made or received depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund's basis in the contract. Risks include the possibility of an illiquid market and that a change in value of the contracts may not correlate with changes in the value of the securities being hedged.

I. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.80% of the first $150 million of the Fund's average daily net assets, plus 0.625% of the Fund's average daily net assets in excess of $150 million. Effective July 1, 2000, AIM has agreed to waive advisory fees payable by the Fund to AIM at the annual rate of 0.025% for each $5 billion increment in net assets over $5 billion, up to a maximum waiver of 0.175% on net assets in excess of $35 billion. AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. For the year ended December 31, 2001, AIM waived fees of $8,961,757.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. For the year ended December 31, 2001, AIM was paid $833,469 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and shareholder services to the Fund. During the year ended December 31, 2001, AFS was paid $22,072,135 for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.25% of the Fund's average daily net assets of Class A shares

FS-108


and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset- based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. For the year ended December 31, 2001, the Class A, Class B and Class C shares paid AIM Distributors $24,169,158, $105,895,470 and $10,844,420, respectively, as compensation under the Plans.
AIM Distributors received commissions of $2,026,998 from sales of the Class A shares of the Fund during the year ended December 31, 2001. Such commissions are not an expense of the Fund. They are deducted from, and are not included in, the proceeds from sales of Class A shares. During the year ended December 31, 2001, AIM Distributors received $502,677 in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
During the year ended December 31, 2001, the Fund paid legal fees of $44,446 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Board of Trustees. A member of that firm is a trustee of the Trust.

NOTE 3-INDIRECT EXPENSES

For the year ended December 31, 2001, the Fund received reductions in transfer agency fees from AFS (an affiliate of AIM) of $300,621 which resulted in a reduction of the Fund's total expenses of $300,621.

NOTE 4-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an "interested person" of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

NOTE 5-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a syndicate administered by Citibank, N.A. The Fund may borrow up to the lesser of
(i) $1,000,000,000 or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the line of credit may borrow on a first come, first served basis. During the year ended December 31, 2001, the Fund did not borrow under the line of credit agreement. The funds which are party to the line of credit are charged a commitment fee of 0.09% on the unused balance of the committed line. The commitment fee is allocated among the funds based on their respective average net assets for the period.

NOTE 6-PORTFOLIO SECURITIES LOANED

The Fund may lend portfolio securities to the extent of one-third of the Fund's total assets. Such loans are secured by collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Cash collateral pursuant to these loans is invested in short-term money market instruments or affiliated money market funds. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. It is the Fund's policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day. Therefore, the value of the collateral may be temporarily less than the value of the securities on loan.
At December 31, 2001, securities with an aggregate value of $298,716,122 were on loan to brokers. The loans were secured by cash collateral of $306,480,800 received by the Fund and subsequently invested in the affiliated money market fund STIC Liquid Assets Portfolio. For the year ended December 31, 2001, the Fund received fees of $520,323 for securities lending.

NOTE 7-DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of distributions paid during 2001 and 2000 was as follows:

                                  2001             2000
                               -----------    --------------
Distributions paid from:
  Ordinary income              $        --    $  146,286,027
------------------------------------------------------------
  Long-term capital gain        26,011,804     2,302,049,336
============================================================
                               $26,011,804    $2,448,335,363
____________________________________________________________
============================================================

As of December 31, 2001, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

Capital loss carryforward                  $(1,670,556,615)
----------------------------------------------------------
Unrealized appreciation                      1,397,156,365
==========================================================
                                           $  (273,400,250)
__________________________________________________________
==========================================================

The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales, the tax deferral of capital losses incurred after October 31, the realization for tax purposes of unrealized gains on certain forward foreign currency contracts and futures contracts, and other deferrals.

FS-109


NOTE 8-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund during the year ended December 31, 2001 was $7,489,205,596 and $9,521,891,583, respectively.
The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized appreciation of
  investment securities                    $ 3,087,431,580
----------------------------------------------------------
Aggregate unrealized (depreciation) of
  investment securities                     (1,585,658,734)
==========================================================
Net unrealized appreciation of investment
  securities                               $ 1,501,772,846
__________________________________________________________
==========================================================
Cost of investments for tax purposes is $17,245,423,827.

NOTE 9-FUTURES CONTRACTS

On December 31, 2001, $19,103,864 principal amount of U.S. Treasury obligations were pledged as collateral to cover margin requirements for open futures contracts. Open futures contracts as of December 31, 2001 were as follows:

                 NO. OF       MONTH/                      UNREALIZED
CONTRACT        CONTRACTS   COMMITMENT    MARKET VALUE   APPRECIATION
--------        ---------   -----------   ------------   ------------
S&P 500 Index      750      Mar-02/Long   $215,475,000    $3,917,569
_____________________________________________________________________
=====================================================================

NOTE 10-CALL OPTION CONTRACTS

Transactions in call options written during the year ended December 31, 2001 are summarized as follows:

                                                                CALL OPTION CONTRACTS
                                                              -------------------------
                                                              NUMBER OF      PREMIUMS
                                                              CONTRACTS      RECEIVED
                                                              ---------    ------------
Beginning of year                                               86,390     $ 76,053,069
---------------------------------------------------------------------------------------
Closed                                                         (17,000)     (10,569,566)
---------------------------------------------------------------------------------------
Exercised                                                      (32,000)     (26,673,189)
---------------------------------------------------------------------------------------
Expired                                                        (37,390)     (38,810,314)
=======================================================================================
End of year                                                         --     $         --
_______________________________________________________________________________________
=======================================================================================

NOTE 11-SHARE INFORMATION

Changes in shares outstanding during the years ended December 31, 2001 and 2000 were as follows:

                                                                        2001                               2000
                                                           -------------------------------    -------------------------------
                                                              SHARES           AMOUNT            SHARES           AMOUNT
                                                           ------------    ---------------    ------------    ---------------
Sold:
  Class A                                                    99,493,160    $ 1,142,786,605     630,010,408    $ 3,156,759,316
-----------------------------------------------------------------------------------------------------------------------------
  Class B                                                    53,393,062        589,020,838     703,853,509      2,552,273,834
-----------------------------------------------------------------------------------------------------------------------------
  Class C                                                    14,110,226        155,875,910      87,455,815        904,931,025
=============================================================================================================================
Issued as reinvestment of dividends:
  Class A                                                     1,047,730         11,046,064      83,714,399      1,028,837,590
-----------------------------------------------------------------------------------------------------------------------------
  Class B                                                     1,221,981         12,181,662      99,085,297      1,163,271,351
-----------------------------------------------------------------------------------------------------------------------------
  Class C                                                       126,038          1,257,875      10,150,935        119,273,711
=============================================================================================================================
Reacquired:
  Class A                                                  (215,650,396)    (2,419,078,285)    (75,280,734)    (2,515,265,880)
-----------------------------------------------------------------------------------------------------------------------------
  Class B                                                  (208,566,724)    (2,224,654,892)    (60,835,163)    (1,928,549,413)
-----------------------------------------------------------------------------------------------------------------------------
  Class C                                                   (28,342,494)      (304,149,681)    (10,212,288)      (250,111,567)
=============================================================================================================================
                                                           (283,167,417)   $(3,035,713,904)   1,467,942,178   $ 4,231,419,967
_____________________________________________________________________________________________________________________________
=============================================================================================================================

FS-110


NOTE 12-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

                                                                                           CLASS A
                                                             --------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,
                                                             --------------------------------------------------------------------
                                                                2001       2000(a)(b)       1999(a)       1998(a)       1997(a)
                                                             ----------    -----------    -----------    ----------    ----------
Net asset value, beginning of period                         $    12.51    $     16.28    $     13.40    $    10.81    $     9.72
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                       --          (0.04)         (0.01)         0.03          0.05
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (1.63)         (2.42)          3.97          3.46          2.26
=================================================================================================================================
    Total from investment operations                              (1.63)         (2.46)          3.96          3.49          2.31
=================================================================================================================================
Less distributions:
  Dividends from net investment income                               --             --             --         (0.03)        (0.01)
---------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.01)         (1.31)         (1.08)        (0.87)        (1.21)
=================================================================================================================================
    Total distributions                                           (0.01)         (1.31)         (1.08)        (0.90)        (1.22)
=================================================================================================================================
Net asset value, end of period                               $    10.87    $     12.51    $     16.28    $    13.40    $    10.81
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(c)                                                  (12.99)%       (14.95)%        29.95%        32.76%        23.95%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                     $8,502,699    $11,223,504    $12,640,073    $8,823,094    $6,745,253
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 1.08%(d)        1.00%         1.00%         1.00%         1.04%
---------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                              1.12%(d)        1.04%         1.02%         1.02%         1.06%
=================================================================================================================================
Ratio of net investment income (loss) to average net assets       (0.03)%(d)       (0.11)%       (0.09)%       0.26%         0.57%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                              38%            67%            66%          113%          137%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Per share information and shares have been restated to reflect a 3 for 1 stock split, effected in the form of a 200% stock dividend on November 10, 2000.
(b) Calculated using average shares outstanding.
(c) Does not include sales charges.
(d) Ratios are based on average daily net assets of $9,667,663,277.

                                                                                           CLASS B
                                                             --------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,
                                                             --------------------------------------------------------------------
                                                                2001       2000(a)(b)     1999(a)(b)      1998(a)       1997(a)
                                                             ----------    -----------    -----------    ----------    ----------
Net asset value, beginning of period                         $    11.94    $     15.73    $     13.08    $    10.63    $     9.64
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.09)         (0.31)         (0.13)        (0.06)        (0.02)
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (1.54)         (2.17)          3.86          3.38          2.22
=================================================================================================================================
    Total from investment operations                              (1.63)         (2.48)          3.73          3.32          2.20
=================================================================================================================================
Less distributions from net realized gains:                       (0.01)         (1.31)         (1.08)        (0.87)        (1.21)
=================================================================================================================================
Net asset value, end of period                               $    10.30    $     11.94    $     15.73    $    13.08    $    10.63
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(c)                                                  (13.61)%       (15.65)%        28.94%        31.70%        22.96%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                     $9,186,980    $12,491,366    $14,338,087    $9,680,068    $6,831,796
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 1.84%(d)        1.77%         1.79%         1.80%         1.85%
---------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                              1.88%(d)        1.81%         1.81%         1.82%         1.87%
=================================================================================================================================
Ratio of net investment income (loss) to average net assets       (0.79)%(d)       (0.89)%       (0.88)%      (0.54)%       (0.24)%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                              38%            67%            66%          113%          137%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Per share information and shares have been restated to reflect a 3 for 1 stock split, effected in the form of a 200% stock dividend on November 10, 2000.
(b) Calculated using average shares outstanding.
(c) Does not include contingent deferred sales charges.
(d) Ratios are based on average daily net assets of $10,589,546,984.

FS-111


NOTE 12-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                          CLASS C
                                                           ----------------------------------------------------------------------
                                                                                                                  AUGUST 4, 1997
                                                                                                                 (DATE OPERATIONS
                                                                        YEAR ENDED DECEMBER 31,                     COMMENCED)
                                                           --------------------------------------------------    TO DECEMBER 31,
                                                             2001      2000(a)(b)    1999(a)(b)    1998(a)(b)        1997(a)
                                                           --------    ----------    ----------    ----------    ----------------
Net asset value, beginning of period                       $  11.95    $   15.74      $  13.09      $  10.63         $ 11.86
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                (0.09)       (0.31)        (0.13)        (0.06)             --
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                               (1.54)       (2.17)         3.86          3.39           (0.02)
=================================================================================================================================
    Total from investment operations                          (1.63)       (2.48)         3.73          3.33           (0.02)
=================================================================================================================================
Less distributions from net realized gains:                   (0.01)       (1.31)        (1.08)        (0.87)          (1.21)
=================================================================================================================================
Net asset value, end of period                             $  10.31    $   11.95      $  15.74      $  13.09         $ 10.63
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(c)                                              (13.60)%     (15.62)%       28.92%        31.72%          (0.08)%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                   $943,211    $1,262,192     $860,859      $212,095         $32,900
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                             1.84%(d)      1.77%        1.79%         1.80%           1.84%(e)
---------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                          1.88%(d)      1.81%        1.81%         1.82%           1.86%(e)
=================================================================================================================================
Ratio of net investment loss to average net assets            (0.79)%(d)     (0.88)%     (0.88)%       (0.54)%         (0.23)%(e)
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                          38%          67%           66%          113%            137%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Per share information and shares have been restated to reflect a 3 for 1 stock split, effected in the form of a 200% stock dividend on November 10, 2000.
(b) Calculated using average shares outstanding.
(c) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(d) Ratios are based on average daily net assets of $1,084,442,024.
(e) Annualized.

FS-112


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of
AIM Value II Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM Value II Fund (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-113


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                               MARKET
                                                 SHARES        VALUE
DOMESTIC COMMON STOCKS-72.28%

ADVERTISING-2.56%

Omnicom Group Inc.                                 44,400   $  3,967,140
========================================================================

APPAREL & ACCESSORIES-1.16%

Coach, Inc.(a)                                     46,000      1,793,080
========================================================================

APPAREL RETAIL-0.74%

Abercrombie & Fitch Co.-Class A(a)                 43,000      1,140,790
========================================================================

APPLICATION SOFTWARE-2.45%

Cadence Design Systems, Inc.(a)                   100,000      2,192,000
------------------------------------------------------------------------
PeopleSoft, Inc.(a)                                40,000      1,608,000
========================================================================
                                                               3,800,000
========================================================================

BANKS-1.55%

Bank of New York Co., Inc. (The)                   59,000      2,407,200
========================================================================

BROADCASTING & CABLE TV-4.31%

Charter Communications, Inc.-Class A(a)           142,000      2,333,060
------------------------------------------------------------------------
Comcast Corp.-Class A(a)                           49,000      1,764,000
------------------------------------------------------------------------
Univision Communications Inc.-Class A(a)           64,000      2,589,440
========================================================================
                                                               6,686,500
========================================================================

COMPUTER & ELECTRONICS RETAIL-0.90%

CDW Computer Centers, Inc.(a)                      26,000      1,396,460
========================================================================

COMPUTER HARDWARE-1.01%

International Business Machines Corp.              13,000      1,572,480
========================================================================

CONSTRUCTION & ENGINEERING-1.99%

Jacobs Engineering Group Inc.(a)                   32,500      2,145,000
------------------------------------------------------------------------
Shaw Group Inc. (The)(a)                           40,000        940,000
========================================================================
                                                               3,085,000
========================================================================

CONSUMER FINANCE-1.22%

Capital One Financial Corp.                        35,000      1,888,250
========================================================================

DATA PROCESSING SERVICES-7.08%

BISYS Group, Inc. (The)(a)                         58,000      3,711,420
------------------------------------------------------------------------
Concord EFS, Inc.(a)                              126,000      4,130,280
------------------------------------------------------------------------
First Data Corp.                                   40,100      3,145,845
========================================================================
                                                              10,987,545
========================================================================

DIVERSIFIED FINANCIAL SERVICES-9.37%

Ambac Financial Group, Inc.                        48,500      2,806,210
------------------------------------------------------------------------
Citigroup Inc.                                     81,000      4,088,880
------------------------------------------------------------------------
Fannie Mae                                         29,000      2,305,500
------------------------------------------------------------------------
Freddie Mac                                        33,000      2,158,200
------------------------------------------------------------------------
Lehman Brothers Holdings Inc.                      27,500      1,837,000
------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co.                   24,000      1,342,560
========================================================================
                                                              14,538,350
========================================================================

                                                               MARKET
                                                 SHARES        VALUE

ELECTRIC UTILITIES-2.79%

Calpine Corp.(a)                                   42,000   $    705,180
------------------------------------------------------------------------
Duke Energy Corp.                                  65,000      2,551,900
------------------------------------------------------------------------
Reliant Resources, Inc.(a)                         64,900      1,071,499
========================================================================
                                                               4,328,579
========================================================================

ELECTRONIC EQUIPMENT & INSTRUMENTS-1.00%

Waters Corp.(a)                                    40,000      1,550,000
========================================================================

GENERAL MERCHANDISE STORES-3.19%

BJ's Wholesale Club, Inc.(a)                       37,000      1,631,700
------------------------------------------------------------------------
Target Corp.                                       81,000      3,325,050
========================================================================
                                                               4,956,750
========================================================================

HEALTH CARE DISTRIBUTORS & SERVICES-2.13%

Quest Diagnostics Inc.(a)                          46,000      3,298,660
========================================================================

HEALTH CARE EQUIPMENT-3.11%

Baxter International Inc.                          74,000      3,968,620
------------------------------------------------------------------------
Biomet, Inc.(a)                                    28,000        865,200
========================================================================
                                                               4,833,820
========================================================================

HEALTH CARE FACILITIES-3.49%

HCA Inc.                                           77,000      2,967,580
------------------------------------------------------------------------
LifePoint Hospitals, Inc.(a)                       72,000      2,450,880
========================================================================
                                                               5,418,460
========================================================================

HOTELS-0.58%

Royal Caribbean Cruises Ltd.                       56,000        907,200
========================================================================

INDUSTRIAL CONGLOMERATES-2.16%

General Electric Co.                               83,800      3,358,704
========================================================================

IT CONSULTING & SERVICES-1.16%

Affiliated Computer Services, Inc.-Class A(a)      17,000      1,804,210
========================================================================

LIFE & HEALTH INSURANCE-0.51%

AFLAC, Inc.                                        32,000        785,920
========================================================================

MANAGED HEALTH CARE-1.43%

Wellpoint Health Networks Inc.(a)                  19,000      2,220,150
========================================================================

MULTI-UTILITIES-1.02%

Dynegy Inc.-Class A                                62,000      1,581,000
========================================================================

NETWORKING EQUIPMENT-0.53%

NetScreen Technologies, Inc.(a)                    37,500        829,875
========================================================================

OIL & GAS DRILLING-2.00%

ENSCO International Inc.                           94,000      2,335,900
------------------------------------------------------------------------
GlobalSantaFe Corp.                                27,000        770,040
========================================================================
                                                               3,105,940
========================================================================

FS-114


                                                               MARKET
                                                 SHARES        VALUE

OIL & GAS EQUIPMENT & SERVICES-2.90%

Baker Hughes Inc.                                  24,000   $    875,280
------------------------------------------------------------------------
BJ Services Co.(a)                                 48,000      1,557,600
------------------------------------------------------------------------
Weatherford International, Inc.(a)                 55,500      2,067,930
========================================================================
                                                               4,500,810
========================================================================

PHARMACEUTICALS-4.35%

Allergan, Inc.                                     28,800      2,161,440
------------------------------------------------------------------------
King Pharmaceuticals, Inc.(a)                      38,000      1,600,940
------------------------------------------------------------------------
Pfizer Inc.                                        75,000      2,988,750
========================================================================
                                                               6,751,130
========================================================================

SEMICONDUCTORS-1.27%

Microchip Technology Inc.(a)                       51,000      1,975,740
========================================================================

SYSTEMS SOFTWARE-1.03%

Microsoft Corp.(a)                                 24,000      1,590,480
========================================================================

WIRELESS TELECOMMUNICATION SERVICES-3.29%

Nextel Communications, Inc.-Class A(a)             61,000        668,560
------------------------------------------------------------------------
Nextel Partners, Inc.-Class A(a)                   97,600      1,171,200
------------------------------------------------------------------------
Sprint Corp. (PCS Group)(a)                       134,000      3,270,940
========================================================================
                                                               5,110,700
========================================================================
    Total Domestic Common Stocks (Cost
      $108,308,372)                                          112,170,923
========================================================================

FOREIGN STOCKS & OTHER EQUITY
  INTERESTS-19.00%

BERMUDA-7.68%

ACE Ltd. (Property & Casualty Insurance)           40,000      1,606,000
------------------------------------------------------------------------
Everest Re Group, Ltd. (Reinsurance)               67,500      4,772,250
------------------------------------------------------------------------
Tyco International Ltd. (Industrial
  Conglomerates)                                   94,000      5,536,600
========================================================================
                                                              11,914,850
========================================================================

CANADA-2.75%

Biovail Corp. (Pharmaceuticals)(a)                 31,000      1,743,750
------------------------------------------------------------------------
Celestica Inc. (Electronic Equipment &
  Instruments)(a)                                  62,500      2,524,375
========================================================================
                                                               4,268,125
========================================================================

                                                               MARKET
                                                 SHARES        VALUE

FINLAND-0.61%

Nokia Oyj-ADR (Telecommunications Equipment)       39,000   $    956,670
========================================================================

IRELAND-1.48%

Elan Corp. PLC-ADR (Pharmaceuticals)(a)            51,000      2,298,060
========================================================================

ISRAEL-1.03%

Check Point Software Technologies Ltd.
  (Internet Software & Services)(a)                40,000      1,595,600
========================================================================

NETHERLANDS-0.98%

ASM Lithography Holding N.V.-New York Shares
  (Semiconductor Equipment)(a)                     89,000      1,517,450
========================================================================

SINGAPORE-0.84%

Flextronics International Ltd. (Electronic
  Equipment & Instruments)(a)                      54,200      1,300,258
========================================================================

UNITED KINGDOM-3.63%

Amdocs Ltd. (Application Software)(a)              60,000      2,038,200
------------------------------------------------------------------------
BP PLC-ADR (Integrated Oil & Gas)                  36,700      1,706,917
------------------------------------------------------------------------
Willis Group Holdings Ltd. (Insurance
  Brokers)(a)                                      80,000      1,884,000
========================================================================
                                                               5,629,117
========================================================================
    Total Foreign Stocks & Other Equity
      Interests (Cost $32,761,602)                            29,480,130
========================================================================

                                               PRINCIPAL
                                                 AMOUNT
U.S. TREASURY BILLS-1.28%

1.73%, 03/21/02 (Cost $1,992,846)(b)           $2,000,000(c)   1,993,260
========================================================================

                                                 SHARES
MONEY MARKET FUNDS-7.71%

STIC Liquid Assets Portfolio(d)                 5,987,063      5,987,063
------------------------------------------------------------------------
STIC Prime Portfolio(d)                         5,987,063      5,987,063
========================================================================
    Total Money Market Funds (Cost
      $11,974,126)                                            11,974,126
========================================================================
TOTAL INVESTMENTS-100.27% (Cost $155,036,946)                155,618,439
========================================================================
OTHER ASSETS LESS LIABILITIES-(0.27%)                           (426,727)
========================================================================
NET ASSETS-100.00%                                          $155,191,712
________________________________________________________________________
========================================================================

Investment Abbreviations:

ADR  - American Depositary Receipt

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) Security traded on a discount basis. The interest rate shown represents the rate of discount at issue.
(c) A portion of the principal balance was pledged as collateral to cover margin requirements for open futures contracts. See Note 10.
(d) The money market fund and the Fund are affiliated by having the same investment advisor.

See Notes to Financial Statements.

FS-115


STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost
  $155,036,946)*                                $155,618,439
------------------------------------------------------------
Receivables for:
  Fund shares sold                                   742,143
------------------------------------------------------------
  Dividends                                          100,811
------------------------------------------------------------
Investment for deferred compensation plan              9,519
------------------------------------------------------------
Collateral for securities loaned                  16,268,246
------------------------------------------------------------
Other assets                                          17,838
============================================================
    Total assets                                 172,756,996
============================================================

LIABILITIES:

Payables for:
  Fund shares reacquired                             974,020
------------------------------------------------------------
  Deferred compensation plan                           9,519
------------------------------------------------------------
  Collateral upon return of securities loaned     16,268,246
------------------------------------------------------------
  Variation margin                                    55,550
------------------------------------------------------------
Accrued distribution fees                            161,907
------------------------------------------------------------
Accrued transfer agent fees                           48,542
------------------------------------------------------------
Accrued operating expenses                            47,500
============================================================
    Total liabilities                             17,565,284
============================================================
Net assets applicable to shares outstanding     $155,191,712
____________________________________________________________
============================================================

NET ASSETS:

Class A                                         $ 57,591,216
____________________________________________________________
============================================================
Class B                                         $ 67,570,903
____________________________________________________________
============================================================
Class C                                         $ 30,029,593
____________________________________________________________
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                            8,157,416
____________________________________________________________
============================================================
Class B                                            9,646,845
____________________________________________________________
============================================================
Class C                                            4,287,544
____________________________________________________________
============================================================
Class A:
  Net asset value per share                     $       7.06
------------------------------------------------------------
  Offering price per share:
    (Net asset value of $7.06 divided by
      94.50%)                                   $       7.47
____________________________________________________________
============================================================
Class B:
  Net asset value and offering price per share  $       7.00
____________________________________________________________
============================================================
Class C:
  Net asset value and offering price per share  $       7.00
____________________________________________________________
============================================================

* At December 31, 2001, securities with an aggregate market value of $15,577,615 were on loan to brokers.

STATEMENT OF OPERATIONS
For the year ended December 31, 2001

INVESTMENT INCOME:

Dividends (net of foreign withholding tax of
  $1,484)                                       $    629,979
------------------------------------------------------------
Dividends from affiliated money market funds         869,078
------------------------------------------------------------
Interest                                              68,243
------------------------------------------------------------
Security lending income                               29,928
============================================================
    Total investment income                        1,597,228
============================================================

EXPENSES:

Advisory fees                                      1,259,835
------------------------------------------------------------
Administrative services fees                          50,000
------------------------------------------------------------
Custodian fees                                        39,234
------------------------------------------------------------
Distribution fees -- Class A                         224,258
------------------------------------------------------------
Distribution fees -- Class B                         712,565
------------------------------------------------------------
Distribution fees -- Class C                         326,478
------------------------------------------------------------
Transfer agent fees -- Class A                       160,181
------------------------------------------------------------
Transfer agent fees -- Class B                       187,023
------------------------------------------------------------
Transfer agent fees -- Class C                        85,689
------------------------------------------------------------
Trustees' fees                                         9,085
------------------------------------------------------------
Other                                                223,146
============================================================
    Total expenses                                 3,277,494
============================================================
Less: Fees waived                                    (42,306)
------------------------------------------------------------
    Expenses paid indirectly                          (6,155)
============================================================
    Net expenses                                   3,229,033
============================================================
Net investment income (loss)                      (1,631,805)
============================================================

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FUTURES CONTRACTS AND
  OPTION CONTRACTS:

Net realized gain (loss) from:
  Investment securities                          (41,579,790)
------------------------------------------------------------
  Futures contracts                               (1,210,326)
------------------------------------------------------------
  Option contracts written                           128,996
============================================================
                                                 (42,661,120)
============================================================
Change in net unrealized appreciation of:
  Investment securities                            6,527,347
------------------------------------------------------------
  Futures contracts                                  267,180
============================================================
                                                   6,794,527
============================================================
Net gain (loss) from investment securities,
  futures contracts and option contracts         (35,866,593)
============================================================
Net increase (decrease) in net assets
  resulting from operations                     $(37,498,398)
____________________________________________________________
============================================================

See Notes to Financial Statements.

FS-116


STATEMENT OF CHANGES IN NET ASSETS
For the year ended December 31, 2001 and the period August 31, 2000 (date operations commenced) through December 31, 2000

                                                                  2001            2000
                                                              ------------    ------------
OPERATIONS:

  Net investment income (loss)                                $ (1,631,805)   $    (77,478)
------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities,
    futures contracts and option contracts                     (42,661,120)     (2,436,640)
------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities, and futures contracts                 6,794,527      (6,097,963)
==========================================================================================
    Net increase (decrease) in net assets resulting from
      operations                                               (37,498,398)     (8,612,081)
==========================================================================================
Distributions to shareholders from net investment income:
  Class A                                                          (64,952)             --
------------------------------------------------------------------------------------------
Distributions to shareholders from net realized gains:
  Class A                                                          (16,203)        (62,905)
------------------------------------------------------------------------------------------
  Class B                                                          (19,267)        (71,403)
------------------------------------------------------------------------------------------
  Class C                                                           (8,700)        (35,183)
------------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                       16,139,168      59,053,644
------------------------------------------------------------------------------------------
  Class B                                                       20,998,585      66,427,674
------------------------------------------------------------------------------------------
  Class C                                                        6,902,879      32,058,854
==========================================================================================
    Net increase in net assets                                   6,433,112     148,758,600
==========================================================================================

NET ASSETS:

  Beginning of year                                            148,758,600              --
==========================================================================================
  End of year                                                 $155,191,712    $148,758,600
__________________________________________________________________________________________
==========================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $199,816,729    $157,528,805
------------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                        (9,943)        (26,778)
------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities, futures contracts and option contracts         (45,311,638)     (2,645,464)
------------------------------------------------------------------------------------------
  Unrealized appreciation (depreciation) of investment
    securities and futures contracts                               696,564      (6,097,963)
==========================================================================================
                                                              $155,191,712    $148,758,600
__________________________________________________________________________________________
==========================================================================================

See Notes to Financial Statements.

FS-117


NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Value II Fund (the "Fund") is a series portfolio of AIM Funds Group (the "Trust"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is to achieve long-term growth of capital.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. 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 New York Stock Exchange ("NYSE").

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.

On December 31, 2001, undistributed net investment income was increased by $1,713,592, undistributed net realized gains increased by $39,116 and shares of beneficial interest decreased by $1,752,708 as a result of nondeductible excise tax paid by the fund, reclassification of distributions, net operating loss and other reclassifications. Net assets of the Fund were unaffected by the reclassification discussed above.

C. Distributions -- Distributions from income and net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

The Fund has a capital loss carryforward of $40,823,682 as of December 31, 2001 which may be carried forward to offset future taxable gains, if any, which expires, if not previously

FS-118


utilized, in the year 2009. As of December 31, 2001 the fund has a post-October capital loss deferral of $3,345,135 which will be recognized in the following tax year.

E. Futures Contracts -- The Fund may purchase or sell futures contracts as a hedge against changes in market conditions. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities as collateral for the account of the broker (the Fund's agent in acquiring the futures position). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by "marking to market" on a daily basis to reflect the market value of the contracts at the end of each day's trading. Variation margin payments are made or received depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund's basis in the contract. Risks include the possibility of an illiquid market and that a change in value of the contracts may not correlate with changes in the value of the securities being hedged.

F. Covered Call Options -- The Fund may write call options, on a covered basis; that is, the Fund will own the underlying security. When the Fund writes a covered call option, an amount equal to the premium received by the Fund is recorded as an asset and an equivalent liability. The amount of the liability is subsequently "marked-to-market" to reflect the current market value of the option written. The current market value of a written option is the mean between the last bid and asked prices on that day. If a written call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received.

G. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.75% of the Fund's average daily net assets. Effective July 1, 2001, AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. For the year ended December 31, 2001, AIM waived fees of $42,306.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. For the year ended December 31, 2001, AIM was paid $50,000 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and shareholder services to the Fund. During the year ended December 31, 2001, AFS was paid $235,996 for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.35% of the Fund's average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. For the year ended December 31, 2001, the Class A, Class B and Class C shares paid AIM Distributors $224,258, $712,565 and $326,478, respectively, as compensation under the Plans.
AIM Distributors received commissions of $95,063 from sales of the Class A shares of the Fund during the year ended December 31, 2001. Such commissions are not an expense of the Fund. They are deducted from, and are not included in, the proceeds from sales of Class A shares. During the year ended December 31, 2001, AIM Distributors received $25,998 in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
During the year ended December 31, 2001, the Fund paid legal fees of $4,640 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Board of Trustees. A member of that firm is a trustee of the Trust.

NOTE 3-INDIRECT EXPENSES

For the year ended December 31, 2001, the Fund received reductions in transfer agency fees from AFS (an affiliate of AIM) of $2,287 and reductions in custodian fees of $3,868 under expense offset arrangements which resulted in a reduction of the Fund's total expenses of $6,155.

FS-119


NOTE 4-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an "interested person" of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

NOTE 5-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a syndicate administered by Citibank, N.A. The Fund may borrow up to the lesser of
(i) $1,000,000,000 or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the line of credit may borrow on a first come, first served basis. During the year ended December 31, 2001, the Fund did not borrow under the line of credit agreement. The funds which are party to the line of credit are charged a commitment fee of 0.09% on the unused balance of the committed line. The commitment fee is allocated among the funds based on their respective average net assets for the period.

NOTE 6-PORTFOLIO SECURITIES LOANED

The Fund may lend portfolio securities to the extent of one-third of the Fund's total assets. Such loans are secured by collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Cash collateral pursuant to these loans is invested in short-term money market instruments or affiliated money market funds. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. It is the Fund's policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day. Therefore, the value of the collateral may be temporarily less than the value of the securities on loan.
At December 31, 2001, securities with an aggregate value of $15,577,615 were on loan to brokers. The loans were secured by cash collateral of $16,268,246 received by the Fund and invested subsequently in STIC Liquid Assets Portfolio, an affiliated money market fund. For the year ended December 31, 2001, the Fund received fees of $29,928 for securities lending.

NOTE 7-DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of distributions paid during 2001 and 2000 was as follows:

                                        2001        2000
                                      --------    --------
Distributions paid from ordinary
  income                              $109,122    $169,491
__________________________________________________________
==========================================================

As of December 31, 2001, the components of distributable earnings on a tax basis were as follows:

Capital loss carryforward                    $(40,823,682)
---------------------------------------------------------
Unrealized depreciation                        (3,801,335)
=========================================================
                                             $(44,625,017)
_________________________________________________________
=========================================================

The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales, the tax deferral of capital losses incurred after October 31, the realization for tax purposes of unrealized gains on certain futures contracts, and other deferrals.

NOTE 8-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund during the year ended December 31, 2001 was $145,514,084 and $97,079,619, respectively.
The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized appreciation of
  investment securities                      $ 13,369,508
---------------------------------------------------------
Aggregate unrealized (depreciation) of
  investment securities                       (13,815,764)
=========================================================
Net unrealized appreciation (depreciation)
  of investment securities                   $   (446,256)
_________________________________________________________
=========================================================
Cost of investments for tax purposes is $156,064,695.

NOTE 9-CALL OPTION CONTRACTS

Transactions in call options written during the year ended December 31, 2001 are summarized as follows:

                                   CALL OPTION CONTRACTS
                                   ----------------------
                                   NUMBER OF    PREMIUMS
                                   CONTRACTS    RECEIVED
                                   ---------    ---------
Beginning of year                      --       $      --
---------------------------------------------------------
Written                               250         128,996
---------------------------------------------------------
Expired                              (250)       (128,996)
=========================================================
End of year                            --       $      --
_________________________________________________________
=========================================================

NOTE 10-FUTURES CONTRACTS

On December 31, 2001, $425,000 principal amount of U.S. Treasury obligations were pledged as collateral to cover margin requirements for open futures contracts. Open futures contracts as of December 31, 2001 were as follows:

                        NO. OF        MONTH/        MARKET      UNREALIZED
CONTRACT               CONTRACTS    COMMITMENT      VALUE      APPRECIATION
--------               ---------   ------------   ----------   ------------
S&P 500 Index             22       Mar. 02/Long   $6,320,600     $115,071
___________________________________________________________________________
===========================================================================

FS-120


NOTE 11-SHARE INFORMATION

Changes in shares outstanding during the year ended December 31, 2001 and the period August 31, 2000 (date operations commenced) through December 31, 2000:

                                                                         2001                         2000
                                                              --------------------------   --------------------------
                                                                SHARES         AMOUNT        SHARES         AMOUNT
                                                              ----------    ------------   ----------    ------------
Sold:
  Class A                                                      5,985,549    $ 48,356,484    6,803,909    $ 62,419,096
---------------------------------------------------------------------------------------------------------------------
  Class B                                                      5,412,852      43,258,374    7,466,598      67,975,309
---------------------------------------------------------------------------------------------------------------------
  Class C                                                      2,272,059      18,177,771    3,674,621      33,162,044
=====================================================================================================================
Issued as reinvestment of dividends:
  Class A                                                         11,649          78,507        7,039          59,975
---------------------------------------------------------------------------------------------------------------------
  Class B                                                          2,749          18,379        8,075          68,635
---------------------------------------------------------------------------------------------------------------------
  Class C                                                          1,235           8,260        3,982          33,851
=====================================================================================================================
Reacquired:
  Class A                                                     (4,256,465)    (32,295,823)    (394,265)     (3,425,427)
---------------------------------------------------------------------------------------------------------------------
  Class B                                                     (3,057,696)    (22,278,168)    (185,733)     (1,616,270)
---------------------------------------------------------------------------------------------------------------------
  Class C                                                     (1,532,565)    (11,283,152)    (131,788)     (1,137,041)
=====================================================================================================================
                                                               4,839,367    $ 44,040,632   17,252,438    $157,540,172
_____________________________________________________________________________________________________________________
=====================================================================================================================

NOTE 12-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

                                                                          CLASS A
                                                              --------------------------------
                                                               YEAR ENDED     AUGUST 31, 2000
                                                              DECEMBER 31,    (DATE OPERATIONS
                                                                  2001         COMMENCED) TO
                                                              ------------      DECEMBER 31,
                                                                                  2000(a)
                                                                              ----------------
Net asset value, beginning of period                            $  8.64           $ 10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.04)               --
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (1.53)            (1.35)
==============================================================================================
    Total from investment operations                              (1.57)            (1.35)
==============================================================================================
Less distributions:
  Dividends from net investment income                            (0.01)               --
----------------------------------------------------------------------------------------------
  Distributions from net realized gains                            0.00             (0.01)
----------------------------------------------------------------------------------------------
    Total distributions                                           (0.01)            (0.01)
==============================================================================================
Net asset value, end of period                                  $  7.06           $  8.64
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                  (18.17)%          (13.49)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $57,591           $55,409
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 1.52%(c)          1.40%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers                                              1.54%(c)          2.00%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (0.56)%(c)         0.10%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                              67%               13%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $64,073,727.
(d) Annualized.

FS-121


NOTE 12-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                          CLASS B
                                                              --------------------------------
                                                               YEAR ENDED     AUGUST 31, 2000
                                                              DECEMBER 31,    (DATE OPERATIONS
                                                                  2001         COMMENCED) TO
                                                              ------------      DECEMBER 31,
                                                                                  2000(a)
                                                                              ----------------
Net asset value, beginning of period                            $  8.61           $ 10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.09)            (0.02)
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (1.52)            (1.36)
==============================================================================================
    Total from investment operations                              (1.61)            (1.38)
==============================================================================================
Less distributions from net realized gains                         0.00             (0.01)
==============================================================================================
Net asset value, end of period                                  $  7.00           $  8.61
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                  (18.68)%          (13.79)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $67,571           $62,792
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 2.18%(c)          2.10%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers                                              2.20%(c)          2.70%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (1.22)%(c)        (0.60)%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                              67%               13%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $71,256,489.
(d) Annualized.

                                                                          CLASS C
                                                              --------------------------------
                                                               YEAR ENDED     AUGUST 31, 2000
                                                              DECEMBER 31,    (DATE OPERATIONS
                                                                  2001         COMMENCED) TO
                                                              ------------      DECEMBER 31,
                                                                                  2000(a)
                                                                              ----------------
Net asset value, beginning of period                            $  8.62           $ 10.00
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.09)            (0.02)
----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (1.53)            (1.35)
==============================================================================================
    Total from investment operations                              (1.62)            (1.37)
==============================================================================================
Less distributions from net realized gains                         0.00             (0.01)
==============================================================================================
Net asset value, end of period                                  $  7.00           $  8.62
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                  (18.77)%          (13.69)%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $30,030           $30,557
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 2.18%(c)          2.10%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers                                              2.20%(c)          2.70%(d)
==============================================================================================
Ratio of net investment income (loss) to average net assets       (1.22)%(c)        (0.60)%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                              67%               13%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $32,647,782.
(d) Annualized.

FS-122


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of AIM
Worldwide Spectrum Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM Worldwide Spectrum Fund (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-123


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                           MARKET
                                               SHARES       VALUE
DOMESTIC COMMON STOCKS-61.50%

AIRLINES-2.03%

Southwest Airlines Co.                          15,000   $   277,200
====================================================================

APPLICATION SOFTWARE-3.40%

Cadence Design Systems, Inc.(a)                  7,000       153,440
--------------------------------------------------------------------
Manugistics Group, Inc.(a)                       9,000       189,720
--------------------------------------------------------------------
PeopleSoft, Inc.(a)                              3,000       120,600
====================================================================
                                                             463,760
====================================================================

AUTO PARTS & EQUIPMENT-0.89%

Johnson Controls, Inc.                           1,500       121,125
====================================================================

BANKS-2.31%

Bank of America Corp.                            5,000       314,750
====================================================================

BROADCASTING & CABLE TV-1.23%

Cox Communications, Inc.-Class A(a)              4,000       167,640
====================================================================

COMPUTER HARDWARE-4.35%

International Business Machines Corp.            1,600       193,536
--------------------------------------------------------------------
Sun Microsystems, Inc.(a)                       32,500       401,050
====================================================================
                                                             594,586
====================================================================

CONSTRUCTION & ENGINEERING-2.72%

Jacobs Engineering Group Inc.(a)                 3,500       231,000
--------------------------------------------------------------------
Shaw Group Inc. (The)(a)                         6,000       141,000
====================================================================
                                                             372,000
====================================================================

DATA PROCESSING SERVICES-2.59%

Concord EFS, Inc.(a)                             6,000       196,680
--------------------------------------------------------------------
First Data Corp.                                 2,000       156,900
====================================================================
                                                             353,580
====================================================================

DIVERSIFIED COMMERCIAL SERVICES-1.11%

H&R Block, Inc.                                  3,400       151,980
====================================================================

DIVERSIFIED FINANCIAL SERVICES-7.70%

Citigroup Inc.                                   8,500       429,080
--------------------------------------------------------------------
Fannie Mae                                       3,400       270,300
--------------------------------------------------------------------
Freddie Mac                                      2,600       170,040
--------------------------------------------------------------------
Gabelli Asset Management Inc.-Class A(a)         4,200       181,440
====================================================================
                                                           1,050,860
====================================================================

ELECTRIC UTILITIES-2.01%

Mirant Corp.(a)                                 17,100       273,942
====================================================================

ELECTRONIC EQUIPMENT & INSTRUMENTS-0.70%

Thermo Electron Corp.(a)                         4,000        95,440
====================================================================

GENERAL MERCHANDISE STORES-1.80%

Target Corp.                                     6,000       246,300
====================================================================

                                                           MARKET
                                               SHARES       VALUE

HEALTH CARE DISTRIBUTORS & SERVICES-2.49%

Laboratory Corp. of America Holdings(a)          4,200   $   339,570
====================================================================

HEALTH CARE EQUIPMENT-1.03%

Baxter International Inc.                        2,400       128,712
--------------------------------------------------------------------
Viasys Healthcare Inc.(a)                          584        11,803
====================================================================
                                                             140,515
====================================================================

HEALTH CARE FACILITIES-2.12%

HCA Inc.                                         7,500       289,050
====================================================================

HOMEBUILDING-1.34%

NVR, Inc.(a)                                       900       183,600
====================================================================

HOTELS-1.14%

Starwood Hotels & Resorts Worldwide, Inc.        5,200       155,220
====================================================================

MANAGED HEALTH CARE-2.28%

UnitedHealth Group Inc.                          4,400       311,388
====================================================================

MOVIES & ENTERTAINMENT-1.41%

AOL Time Warner Inc.(a)                          6,000       192,600
====================================================================

MULTI-UTILITIES-1.49%

Dynegy Inc.-Class A                              8,000       204,000
====================================================================

NETWORKING EQUIPMENT-1.05%

NetScreen Technologies, Inc.(a)                  6,500       143,845
====================================================================

OIL & GAS DRILLING-3.25%

Nabors Industries, Inc.(a)                       5,500       188,815
--------------------------------------------------------------------
Noble Drilling Corp.(a)                          7,500       255,300
====================================================================
                                                             444,115
====================================================================

PHARMACEUTICALS-1.30%

Johnson & Johnson                                3,000       177,300
====================================================================

SEMICONDUCTORS-1.42%

Microchip Technology Inc.(a)                     5,000       193,700
====================================================================

SOFT DRINKS-1.07%

PepsiCo, Inc.                                    3,000       146,070
====================================================================

SYSTEMS SOFTWARE-3.64%

Microsoft Corp.(a)                               7,500       497,025
====================================================================

TELECOMMUNICATIONS EQUIPMENT-1.48%

QUALCOMM Inc.(a)                                 4,000       202,000
====================================================================

WIRELESS TELECOMMUNICATION SERVICES-2.15%

Sprint Corp. (PCS Group)(a)                     12,000       292,920
====================================================================
    Total Domestic Common Stocks (Cost
      $7,816,607)                                          8,396,081
====================================================================

FS-124


                                                           MARKET
                                               SHARES       VALUE

FOREIGN STOCKS-28.27%

BERMUDA-6.41%

Accenture Ltd.-Class A (IT Consulting &
  Services)(a)                                   6,000   $   161,520
--------------------------------------------------------------------
Everest Re Group, Ltd. (Reinsurance)             5,500       388,850
--------------------------------------------------------------------
Tyco International Ltd. (Industrial
  Conglomerates)                                 5,500       323,950
====================================================================
                                                             874,320
====================================================================

CANADA-5.55%

Biovail Corp. (Pharmaceuticals)(a)               6,400       360,000
--------------------------------------------------------------------
Celestica Inc. (Electronic Equipment &
  Instruments)(a)                                4,200       169,638
--------------------------------------------------------------------
Talisman Energy Inc. (Oil & Gas Exploration &
  Production)                                    6,000       228,072
====================================================================
                                                             757,710
====================================================================

FRANCE-1.64%

Sanofi-Synthelabo S.A. (Pharmaceuticals)         3,000       224,186
====================================================================

GERMANY-4.84%

Altana A.G. (Pharmaceuticals)                    8,000       398,791
--------------------------------------------------------------------
Systeme, Anwendungen, Produkte in der
  Datenvernabeitung (Application Software)(a)    2,000       262,549
====================================================================
                                                             661,340
====================================================================

                                                           MARKET
                                               SHARES       VALUE

IRELAND-2.48%

Ryanair Holdings PLC (Airlines)(a)              53,400   $   338,098
====================================================================

ITALY-0.69%

Riunione Adriatica di Sicurta S.p.A
  (Multi-Line Insurance)                         8,000        94,383
====================================================================

UNITED KINGDOM-6.66%

ARM Holdings PLC (Semiconductors)(a)            28,000       146,357
--------------------------------------------------------------------
New Look Group PLC (Apparel Retail)             70,000       167,353
--------------------------------------------------------------------
Smith & Nephew PLC (Health Care Supplies)       36,169       218,547
--------------------------------------------------------------------
Willis Group Holdings Ltd. (Insurance
  Brokers)(a)                                   16,000       376,800
====================================================================
                                                             909,057
====================================================================
    Total Foreign Stocks (Cost $3,239,710)                 3,859,094
====================================================================

MONEY MARKET FUNDS-7.55%

STIC Liquid Assets Portfolio(b)                515,048       515,048
--------------------------------------------------------------------
STIC Prime Portfolio(b)                        515,048       515,048
====================================================================
    Total Money Market Funds (Cost
      $1,030,096)                                          1,030,096
====================================================================
TOTAL INVESTMENTS--97.32% (Cost $12,086,413)              13,285,271
====================================================================
OTHER ASSETS LESS LIABILITIES--2.68%                         365,563
====================================================================
NET ASSETS-100.00%                                       $13,650,834
____________________________________________________________________
====================================================================

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) The money market fund and the Fund are affiliated by having the same investment advisor.

See Notes to Financial Statements.

FS-125


WORLDWIDE SPECTRUM FUND

STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost $12,086,413)  $13,285,271
------------------------------------------------------------
Foreign currencies, at value (cost $46,947)           48,627
------------------------------------------------------------
Receivables for:
  Fund shares sold                                   477,143
------------------------------------------------------------
  Due from advisor                                    25,986
------------------------------------------------------------
  Dividends                                            7,780
------------------------------------------------------------
  Foreign currency contracts closed                    1,313
------------------------------------------------------------
Investment for deferred compensation plan              5,790
------------------------------------------------------------
Other assets                                          21,339
============================================================
    Total assets                                  13,873,249
============================================================

LIABILITIES:

Payables for:
  Investments purchased                              161,136
------------------------------------------------------------
  Fund shares reacquired                               1,360
------------------------------------------------------------
  Foreign currency contracts outstanding               9,887
------------------------------------------------------------
  Options written (premiums received $19,879)          2,100
------------------------------------------------------------
  Deferred compensation plan                           5,790
------------------------------------------------------------
Accrued distribution fees                             11,156
------------------------------------------------------------
Accrued transfer agent fees                            2,230
------------------------------------------------------------
Accrued operating expenses                            28,756
============================================================
    Total liabilities                                222,415
============================================================
Net assets applicable to shares outstanding      $13,650,834
============================================================

NET ASSETS:

Class A                                          $ 8,725,382
____________________________________________________________
============================================================
Class B                                          $ 3,613,018
____________________________________________________________
============================================================
Class C                                          $ 1,312,434
____________________________________________________________
============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER SHARE:

Class A                                              886,102
____________________________________________________________
============================================================
Class B                                              369,011
____________________________________________________________
============================================================
Class C                                              134,028
____________________________________________________________
============================================================
Class A:
  Net asset value per share                      $      9.85
------------------------------------------------------------
  Offering price per share:
    (Net asset value of $9.85 divided by
      94.50%)                                    $     10.42
____________________________________________________________
============================================================
Class B:
  Net asset value and offering price per share   $      9.79
____________________________________________________________
============================================================
Class C:
  Net asset value and offering price per share   $      9.79
____________________________________________________________
============================================================

STATEMENT OF OPERATIONS
For the year ended December 31, 2001

INVESTMENT INCOME:

Dividends (net of foreign withholding tax of
  $3,388)                                        $    53,291
------------------------------------------------------------
Dividends from affiliated money market funds          19,098
------------------------------------------------------------
Interest                                              42,122
============================================================
    Total investment income                          114,511
============================================================

EXPENSES:

Advisory fees                                         69,914
------------------------------------------------------------
Administrative services fees                          50,000
------------------------------------------------------------
Custodian fees                                        10,860
------------------------------------------------------------
Distribution fees -- Class A                          21,849
------------------------------------------------------------
Distribution fees -- Class B                          11,226
------------------------------------------------------------
Distribution fees -- Class C                           8,599
------------------------------------------------------------
Printing                                              19,385
------------------------------------------------------------
Professional fees                                     60,448
------------------------------------------------------------
Registration and filing                               94,917
------------------------------------------------------------
Transfer agent fees -- Class A                        11,536
------------------------------------------------------------
Transfer agent fees -- Class B                         2,228
------------------------------------------------------------
Transfer agent fees -- Class C                         1,707
------------------------------------------------------------
Trustees' fees                                         8,290
------------------------------------------------------------
Other                                                  7,210
============================================================
    Total expenses                                   378,169
============================================================
Less: Fees waived and expenses reimbursed           (207,946)
------------------------------------------------------------
    Expenses paid indirectly                             (96)
============================================================
    Net expenses                                     170,127
============================================================
Net investment income (loss)                         (55,616)
============================================================

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCIES,
  FOREIGN CURRENCY CONTRACTS, FUTURES CONTRACTS
  AND OPTION CONTRACTS:

Net realized gain (loss) from:
  Investment securities                           (1,162,298)
------------------------------------------------------------
  Foreign currencies                                     591
------------------------------------------------------------
  Foreign currency contracts                         (44,002)
------------------------------------------------------------
  Futures contracts                                   26,574
------------------------------------------------------------
  Option contracts written                            15,021
============================================================
                                                  (1,164,114)
============================================================
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                            1,198,858
------------------------------------------------------------
  Foreign currencies                                   1,356
------------------------------------------------------------
  Foreign currency contracts                          (9,887)
------------------------------------------------------------
  Option contracts written                            17,779
============================================================
                                                   1,208,106
============================================================
Net gain from investment securities, foreign
  currencies, foreign currency contracts,
  futures contracts and option contracts              43,992
============================================================
Net increase (decrease) in net assets resulting
  from operations                                $   (11,624)
____________________________________________________________
============================================================

See Notes to Financial Statements.

FS-126


STATEMENT OF CHANGES IN NET ASSETS
For the year ended December 31, 2001 and for the period December 29, 2000 (Date operations commenced) to December 31, 2000.

                                                                 2001           2000
                                                              -----------    ----------
OPERATIONS:

  Net investment income (loss)                                $   (55,616)   $      321
---------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities,
    foreign currencies, foreign currency contracts, futures
    contracts and option contracts                             (1,164,114)           --
---------------------------------------------------------------------------------------
  Change in net unrealized appreciation of investment
    securities, foreign currencies, foreign currency
    contracts and option contracts                              1,208,106            --
=======================================================================================
    Net increase (decrease) in net assets resulting from
      operations                                                  (11,624)          321
=======================================================================================
Distributions to shareholders from net investment income:
  Class A                                                            (673)           --
---------------------------------------------------------------------------------------
  Class B                                                            (285)           --
---------------------------------------------------------------------------------------
  Class C                                                             (94)           --
---------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                       7,688,252     1,109,445
---------------------------------------------------------------------------------------
  Class B                                                       3,565,526            10
---------------------------------------------------------------------------------------
  Class C                                                       1,299,946            10
=======================================================================================
    Net increase in net assets                                 12,541,048     1,109,786
=======================================================================================

NET ASSETS:

  Beginning of year                                             1,109,786            --
=======================================================================================
  End of year                                                 $13,650,834    $1,109,786
_______________________________________________________________________________________
=======================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $13,610,384    $1,106,465
---------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                       (2,951)        3,321
---------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities, foreign currencies, foreign currency
    contracts, futures contracts and option contracts          (1,164,705)           --
---------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities, foreign
    currencies, foreign currency contracts and option
    contracts                                                   1,208,106            --
=======================================================================================
                                                              $13,650,834    $1,109,786
_______________________________________________________________________________________
=======================================================================================

See Notes to Financial Statements.

FS-127


WORLDWIDE SPECTRUM FUND

NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Worldwide Spectrum Fund (the "Fund") is a series portfolio of AIM Funds Group (the "Trust"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is to achieve long-term growth of capital.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. 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 New York Stock Exchange ("NYSE").

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.

On December 31, 2001, undistributed net investment income was increased by $50,396, undistributed net realized gain was decreased by $591 and shares of beneficial interest decreased by $49,805 as a result of nondeductible organization/stock issue expenses, differing book/tax treatment of foreign currency transactions and other reclassifications. Net assets of the Fund were unaffected by the reclassification discussed above.

C. Distributions -- Distributions from income and net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

FS-128


The Fund has a capital loss carryforward of $1,171,360 as of December 31, 2001 which may by carried forward to offset future taxable gains, if any, which expires, if not previously utilized, in the year 2009.

E. Foreign Currency Translations -- Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

F. Foreign Currency Contracts -- A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund may enter into a foreign currency contract to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. The Fund may also enter into a foreign currency contract for the purchase or sale of a security denominated in a foreign currency in order to "lock in" the U.S. dollar price of that security. The Fund could be exposed to risk if counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably.

Outstanding foreign currency contracts at December 31, 2001 were as follows:

                            CONTRACT TO                        UNREALIZED
SETTLEMENT             ----------------------                 APPRECIATION
DATE        CURRENCY    DELIVER     RECEIVE       VALUE      (DEPRECIATION)
----------  --------   ---------   ----------   ----------   --------------
02/28/02      CAD        962,000   $  605,737   $  604,199      $ 1,538
---------------------------------------------------------------------------
02/28/02      EUR      1,168,000    1,034,788    1,039,160       (4,372)
---------------------------------------------------------------------------
02/28/02      GBP        263,000      374,565      381,618       (7,053)
===========================================================================
                                   $2,015,090   $2,024,977      $(9,887)
___________________________________________________________________________
===========================================================================

G. Futures Contracts -- The Fund may purchase or sell futures contracts as a hedge against changes in market conditions. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities as collateral for the account of the broker (the Fund's agent in acquiring the futures position). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by "marking to market" on a daily basis to reflect the market value of the contracts at the end of each day's trading. Variation margin payments are made or received depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund's basis in the contract. Risks include the possibility of an illiquid market and that a change in value of the contracts may not correlate with changes in the value of the securities being hedged.

H. Covered Call Options -- The Fund may write call options, on a covered basis; that is, the Fund will own the underlying security. When the Fund writes a covered call option, an amount equal to the premium received by the Fund is recorded as an asset and an equivalent liability. The amount of the liability is subsequently "marked-to-market" to reflect the current market value of the option written. The current market value of a written option is the mean between the last bid and asked prices on that day. If a written call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received.

I. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.85% of the first $1 billion of the Fund's average daily net assets, plus 0.80% of the Fund's average daily net assets in excess of $1 billion. Effective July 1, 2001, AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. For the year ended December 31, 2001, AIM waived fees of $69,914 and reimbursed expenses of $138,032.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. For the year ended December 31, 2001, AIM was paid $50,000 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and shareholder services to the Fund. During the year ended December 31, 2001, AFS was paid $8,549 for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.35% of the Fund's average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to

FS-129


selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. For the year ended December 31, 2001, the Class A, Class B and Class C shares paid AIM Distributors $21,849, $11,226 and $8,599, respectively, as compensation under the Plans.
AIM Distributors received commissions of $10,936 from sales of the Class A shares of the Fund during the year ended December 31, 2001. Such commissions are not an expense of the Fund. They are deducted from, and are not included in, the proceeds from sales of Class A shares. During the year ended December 31, 2001, AIM Distributors received $2,126 in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
During the year ended December 31, 2001, the Fund paid legal fees of $3,237 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Board of Trustees. A member of that firm is a trustee of the Trust.

NOTE 3-INDIRECT EXPENSES

For the year ended December 31, 2001, the Fund received reductions in transfer agency fees from AFS (an affiliate of AIM) of $96 under an expense offset arrangement which resulted in a reduction of the Fund's total expenses of $96.

NOTE 4-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an "interested person" of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

NOTE 5-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a syndicate administered by Citibank, N.A. The Fund may borrow up to the lesser of
(i) $1,000,000,000 or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the line of credit may borrow on a first come, first served basis. During the year ended December 31, 2001, the Fund did not borrow under the line of credit agreement. The funds which are party to the line of credit are charged a commitment fee of 0.09% on the unused balance of the committed line. The commitment fee is allocated among the funds based on their respective average net assets for the period.

NOTE 6-DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of distributions paid during 2001 and 2000 was as follows:

                                           2001     2000
                                          ------    -----
Distributions paid from ordinary income   $1,052    $  --
_________________________________________________________
=========================================================

As of December 31, 2001, the components of distributable earnings on a tax basis were as follows:

Undistributed ordinary income                 $     2,838
---------------------------------------------------------
Capital loss carryforward                      (1,171,360)
---------------------------------------------------------
Unrealized appreciation                         1,208,972
=========================================================
                                              $    40,450
_________________________________________________________
=========================================================

The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales, the realization for tax purposes of unrealized gains (losses) on certain forward foreign currency contracts and other deferrals.

NOTE 7-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund during the year ended December 31, 2001 was $23,544,142 and $11,325,528, respectively.
The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized appreciation of
  investment securities                        $1,570,416
---------------------------------------------------------
Aggregate unrealized (depreciation) of
  investment securities                          (374,789)
=========================================================
Net unrealized appreciation of investment
  securities                                   $1,195,627
_________________________________________________________
=========================================================
Cost of investments for tax purposes is $12,089,644.

NOTE 8-CALL OPTION CONTRACTS

Transactions in call options written during the year ended December 31, 2001 are summarized as follows:

                                   CALL OPTION CONTRACTS
                                   ---------------------
                                   NUMBER OF    PREMIUMS
                                   CONTRACTS    RECEIVED
                                   ---------    --------
Beginning of year                      --       $     --
--------------------------------------------------------
Written                               136         64,817
--------------------------------------------------------
Closed                                (15)       (13,140)
--------------------------------------------------------
Exercised                             (75)       (25,897)
--------------------------------------------------------
Expired                                (6)        (5,901)
========================================================
End of year                            40       $ 19,879
________________________________________________________
========================================================

Open call options written at December 31, 2001 were as follows:

                                                         DECEMBER 31,
              CONTRACT   STRIKE   NUMBER OF   PREMIUMS       2001        UNREALIZED
ISSUE          MONTH     PRICE    CONTRACTS   RECEIVED   MARKET VALUE   APPRECIATION
-----         --------   ------   ---------   --------   ------------   ------------
Dynegy, Inc.   Mar-02     $40        40       $19,879       $2,100        $17,779
____________________________________________________________________________________
====================================================================================

FS-130


NOTE 9-SHARE INFORMATION

Changes in shares outstanding during the year ended December 31, 2001 and the period December 29, 2000 (date operations commenced) through December 31, 2000 were as follows:

                                                                        2001                      2000
                                                              ------------------------    ---------------------
                                                               SHARES        AMOUNT       SHARES       AMOUNT
                                                              ---------    -----------    -------    ----------
Sold:
  Class A                                                       872,405    $ 8,569,590    110,945    $1,109,445
---------------------------------------------------------------------------------------------------------------
  Class B                                                       389,269      3,753,828          1            10
---------------------------------------------------------------------------------------------------------------
  Class C                                                       183,610      1,766,611          1            10
===============================================================================================================
Issued as reinvestment of dividends:
  Class A                                                            70            670         --            --
---------------------------------------------------------------------------------------------------------------
  Class B                                                            29            277         --            --
---------------------------------------------------------------------------------------------------------------
  Class C                                                             9             90         --            --
===============================================================================================================
Reacquired:
  Class A                                                       (97,318)      (882,008)        --            --
---------------------------------------------------------------------------------------------------------------
  Class B                                                       (20,288)      (188,579)        --            --
---------------------------------------------------------------------------------------------------------------
  Class C                                                       (49,592)      (466,755)        --            --
===============================================================================================================
                                                              1,278,194    $12,553,724    110,947    $1,109,465
_______________________________________________________________________________________________________________
===============================================================================================================

NOTE 10-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

                                                                           CLASS A
                                                              ---------------------------------
                                                                              DECEMBER 29, 2000
                                                                              (DATE OPERATIONS
                                                               YEAR ENDED       COMMENCED) TO
                                                              DECEMBER 31,      DECEMBER 31,
                                                                2001(A)             2000
                                                              ------------    -----------------
Net asset value, beginning of period                             $10.00            $10.00
-----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment loss                                             (0.05)               --
-----------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (0.10)               --
===============================================================================================
    Total from investment operations                              (0.15)               --
===============================================================================================
Less distributions from net investment income                     (0.00)               --
===============================================================================================
Net asset value, end of period                                   $ 9.85            $10.00
_______________________________________________________________________________________________
===============================================================================================
Total return(b)                                                   (1.49)%              --
_______________________________________________________________________________________________
===============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                         $8,725            $1,110
_______________________________________________________________________________________________
===============================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 1.91%(c)          1.80%(d)
-----------------------------------------------------------------------------------------------
  Without fee waivers                                              4.44%(c)         76.90%(d)
===============================================================================================
Ratio of net investment income (loss) to average net assets       (0.52)%(c)         3.91%(d)
_______________________________________________________________________________________________
===============================================================================================
Portfolio turnover rate                                             168%               --
_______________________________________________________________________________________________
===============================================================================================

(a) Calculated using average shares outstanding.
(b) Does not include sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $6,242,607.
(d) Annualized.

FS-131


NOTE 10-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                  CLASS B
                                                              ---------------
                                                              JANUARY 2, 2001
                                                                (DATE SALES
                                                               COMMENCED) TO
                                                               DECEMBER 31,
                                                                  2001(a)
                                                              ---------------
Net asset value, beginning of period                              $10.00
-----------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                     (0.11)
-----------------------------------------------------------------------------
  Net losses on securities (both realized and unrealized)          (0.10)
=============================================================================
    Total from investment operations                               (0.21)
=============================================================================
Less distributions from net investment income                      (0.00)
=============================================================================
Net asset value, end of period                                    $ 9.79
_____________________________________________________________________________
=============================================================================
Total return(b)                                                    (2.09)%
_____________________________________________________________________________
=============================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                          $3,613
_____________________________________________________________________________
=============================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                  2.57%(c)
-----------------------------------------------------------------------------
  Without fee waivers                                               5.10%(c)
=============================================================================
Ratio of net investment income (loss) to average net assets        (1.18)%(c)
_____________________________________________________________________________
=============================================================================
Portfolio turnover rate                                              168%
_____________________________________________________________________________
=============================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(c) Ratios are annualized and based on average daily net assets of $1,125,683.

                                                                  CLASS C
                                                              ----------------
                                                              JANUARY 11, 2001
                                                                (DATE SALES
                                                               COMMENCED) TO
                                                                DECEMBER 31,
                                                                  2001(a)
                                                              ----------------
Net asset value, beginning of period                               $10.00
------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                      (0.11)
------------------------------------------------------------------------------
  Net losses on securities (both realized and unrealized)           (0.10)
==============================================================================
    Total from investment operations                                (0.21)
==============================================================================
Less distributions from net investment income                       (0.00)
==============================================================================
Net asset value, end of period                                     $ 9.79
______________________________________________________________________________
==============================================================================
Total return(b)                                                     (2.09)%
______________________________________________________________________________
==============================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                           $1,312
______________________________________________________________________________
==============================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                   2.57%(c)
------------------------------------------------------------------------------
  Without fee waivers                                                5.10%(c)
==============================================================================
Ratio of net investment income (loss) to average net assets         (1.18)%(c)
______________________________________________________________________________
==============================================================================
Portfolio turnover rate                                               168%
______________________________________________________________________________
==============================================================================

(a) Calculated using average shares outstanding.
(b) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(c) Ratios are annualized and based on average daily net assets of $884,117.

FS-132


AIM BALANCED FUND
AIM VALUE FUND

Institutional Classes

AIM--Registered Trademark--

PROSPECTUS

MAY 1, 2002

                               AIM Balanced Fund seeks to achieve as high
                               a total return as possible, consistent with
                               preservation of capital.

                               AIM Value Fund seeks to achieve long-term
                               growth of capital. Income is a secondary
                               objective.

                               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 fund:
                                  - is not FDIC insured;
                                  - may lose value; and
                                  - is not guaranteed by a bank.

[AIM LOGO APPEARS HERE]                       INVEST WITH DISCIPLINE
--Registered Trademark--                    --Registered Trademark--

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

AIM BALANCED - VALUE FUNDS

TABLE OF CONTENTS

INVESTMENT OBJECTIVES AND STRATEGIES                 1
------------------------------------------------------

AIM Balanced Fund                                    1

AIM Value Fund                                       1

All Funds                                            1

PRINCIPAL RISKS OF INVESTING IN THE FUNDS            1
------------------------------------------------------

PERFORMANCE INFORMATION                              2
------------------------------------------------------

Annual Total Returns                                 2

Performance Table                                    3

FEE TABLE AND EXPENSE EXAMPLE                        4
------------------------------------------------------

Fee Table                                            4

Expense Example                                      4

FUND MANAGEMENT                                      5
------------------------------------------------------

The Advisor                                          5

Advisor Compensation                                 5

Portfolio Managers                                   5

OTHER INFORMATION                                    6
------------------------------------------------------

Dividends and Distributions                          6

Suitability for Investors                            6

FINANCIAL HIGHLIGHTS                                 7
------------------------------------------------------

SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------

Purchasing Shares                                  A-1

Redeeming Shares                                   A-2

Pricing of Shares                                  A-2

Taxes                                              A-2

OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investor, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE 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, myaim.com, The AIM College Savings Plan, AIM Solo 401(k) and AIM Lifetime America are service marks of A I M Management Group 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 BALANCED - VALUE FUNDS

INVESTMENT OBJECTIVES AND STRATEGIES

AIM BALANCED FUND (BALANCED)

The fund's investment objective is to achieve as high a total return as possible, consistent with preservation 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 in a broadly diversified portfolio of common stocks, preferred stocks, convertible securities and bonds. The fund normally invests a minimum of 30% and a maximum of 70% of its total assets in equity securities and a minimum of 30% and a maximum of 70% of its total assets in non-convertible debt securities. The fund may also invest up to 25% of its total assets in convertible securities.

In selecting the percentages of assets to be invested in equity or debt securities, the portfolio managers consider such factors as general market and economic conditions, as well as trends, yields, interest rates and changes in fiscal and monetary policies. The portfolio managers will primarily purchase equity securities for growth of capital and debt securities for income purposes. However, the portfolio managers will focus on companies whose securities have the potential for both growth of capital and income generation. The portfolio managers consider whether to sell a particular security when they believe that security no longer has that potential.

AIM VALUE FUND (VALUE)

The fund's investment objective is to achieve long-term growth of capital. Income is a secondary objective. The investment objective of the fund may be changed by the Board of Trustees without shareholder approval.

The fund seeks to meet its objectives by investing primarily in equity securities judged by the fund's investment advisor to be undervalued relative to the investment advisor's appraisal of the current or projected earnings of the companies issuing the securities, or relative to current market values of assets owned by the companies issuing the securities or relative to the equity markets generally. The fund also may invest in preferred stocks and debt instruments that have prospects for growth of capital.

The portfolio managers focus on undervalued equity securities of (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 that are not yet reflected in the price of the company's equity securities and (4) companies whose equity securities are selling at prices that do not reflect the current market value of their assets and where there is reason to expect realization of this potential in the form of increased equity values. The portfolio managers consider whether to sell a particular security when they believe the company no longer fits into any of the above categories.

ALL FUNDS

Each fund may also invest up to 25% of its total assets in foreign securities. 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 conditions, for cash management purposes, or for defensive purposes, each of the funds may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds or other debt securities. As a result, a fund may not achieve its investment objective.

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

ALL FUNDS

There is a risk that you could lose all or a portion of your investment in the funds and that the income you may receive from the funds may vary. The value of your investment in the funds will go up and down with the prices of the securities in which the funds invest. 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 funds is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

BALANCED

Interest rate increases may cause the price of a debt security to decrease; the longer a debt security's duration, the more sensitive it is to this risk. The issuer of a security may default or otherwise be unable to honor a financial obligation.

The values of 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 stock into which these securities may be converted. Specifically, since these types of convertible securities pay fixed interest or dividends, their values may fall if interest rates rise. 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.

1


AIM BALANCED - VALUE FUNDS

PERFORMANCE INFORMATION

Institutional Class shares of the funds were first made available for public sale on March 15, 2002.

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. The returns shown are those of each fund's Class A shares, which are not offered in this prospectus. Institutional Class shares would have higher annual returns because, although the shares are invested in the same portfolio of securities, Institutional Class shares have lower expenses.

ANNUAL TOTAL RETURNS

The following bar charts show changes in the performance of each fund's Class A shares from year to year. The bar charts do not reflect sales loads. If they did, the annual total returns shown would be lower. Institutional Class shares are not subject to front-end or back-end sales loads.

BALANCED -- CLASS A

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURNS
-----------                                                              -------
1992...................................................................    9.64%
1993...................................................................   15.54%
1994...................................................................   -5.44%
1995...................................................................   34.97%
1996...................................................................   19.25%
1997...................................................................   24.41%
1998...................................................................   12.46%
1999...................................................................   19.04%
2000...................................................................   -4.21%
2001...................................................................  -11.33%

VALUE -- CLASS A

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURNS
-----------                                                              -------
1992...................................................................   16.39%
1993...................................................................   18.71%
1994...................................................................    3.28%
1995...................................................................   34.85%
1996...................................................................   14.52%
1997...................................................................   23.95%
1998...................................................................   32.76%
1999...................................................................   29.95%
2000...................................................................  -14.95%
2001...................................................................  -12.99%

2


AIM BALANCED - VALUE FUNDS

PERFORMANCE INFORMATION (continued)

The Class A shares' year-to-date total return as of March 31, 2002, was -1.39% and -3.59% for AIM Balanced Fund and AIM Value Fund, respectively.

During the periods shown in the bar charts, the highest quarterly returns and the lowest quarterly returns of each fund's Class A shares were as follows:

                        HIGHEST QUARTERLY RETURN      LOWEST QUARTERLY RETURN
FUND                         (QUARTER ENDED)              (QUARTER ENDED)
--------------------------------------------------------------------------------
Balanced -- Class A    16.22% (December 31, 1999)   -12.21% (September 30, 2001)
Value -- Class A       27.35% (December 31, 1998)   -15.92% (September 30, 2001)
--------------------------------------------------------------------------------

PERFORMANCE TABLE

The following performance table compares each fund's Class A shares performance to that of a broad-based securities market index. Each fund's performance reflects payment of sales loads.

AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------------
(for the periods ended                          5             10            INCEPTION
December 31, 2001)            1 YEAR          YEARS          YEARS            DATE
--------------------------------------------------------------------------------------
Balanced -- Class A                                                          03/31/78
  Return Before Taxes         (15.54)%         6.14%         10.02%
  Return After Taxes on
     Distributions            (16.46)          4.81           8.70
  Return After Taxes on
     Distributions and Sale
     of Fund Shares            (9.47)          4.40           7.80
S&P 500(1)                    (11.88)         10.70          12.93
  (reflects no deduction for
     fees, expenses, or
     taxes)
Value -- Class A                                                             05/01/84
  Return Before Taxes         (17.79)          8.38          12.67
  Return After Taxes on
     Distributions            (17.81)          6.53          10.70
  Return After Taxes on
     Distributions and Sale
     of Fund Shares           (10.81)          6.51          10.07
S&P 500(1)                    (11.88)         10.70          12.93
  (reflects no deduction for
     fees, expenses, or
     taxes)
--------------------------------------------------------------------------------------

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 and C will vary.

(1) The Standard & Poor's 500 Index is an unmanaged index of common stocks frequently used as a general measure of U.S. stock market performance.

3


AIM BALANCED - VALUE FUNDS

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 investment)                                                BALANCED   VALUE
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                               None     None

Maximum Deferred Sales Charge (Load)
(as a percentage of
original purchase price
or redemption proceeds,
whichever is less)                                                None     None
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(1)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                           BALANCED   VALUE
--------------------------------------------------------------------------------
Management Fees                                               0.51%      0.63%

Distribution and/or Service (12b-1) Fees                      None       None

Other Expenses(2)                                             0.14       0.14

Total Annual Fund Operating Expenses(3)                       0.65       0.77
--------------------------------------------------------------------------------

(1) There is no guarantee that actual expenses will be the same as those shown in the table.

(2) Other Expenses have been restated to reflect expense arrangements in effect as of March 4, 2002 and are based on estimated assets for the current fiscal year.

(3) The advisor has agreed to waive a portion of the Management Fees on assets in excess of $5 billion. Total Annual Fund Operating Expenses restated for this agreement are 0.73% for the AIM Value Fund. Termination of this agreement requires approval by the Board of Trustees.

You should also consider the effect of any account fees charged by the financial institution managing your account.

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 $10,000 in a fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. To the extent fees are waived, and/or expenses are reimbursed, your expenses will be lower. 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
---------------------------------------------------------------------------------
Balanced                                     $66      $208      $362       $810
Value                                         79       246       428        954
---------------------------------------------------------------------------------

4


AIM BALANCED - VALUE FUNDS

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor) 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 150 investment portfolios, including the funds, encompassing a broad range of investment objectives.

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2001, the advisor received compensation of 0.51% and 0.59%, respectively, of Balanced's and Value's average daily net assets.

PORTFOLIO MANAGERS

The advisor uses a team approach to investment management. The individual members of the team who are primarily responsible for the day-to-day management of each fund's portfolio are

BALANCED

- Robert G. Alley, Senior Portfolio Manager, who has been responsible for the fund since 1993 and has been associated with the advisor and/or its affiliates since 1992.

- Claude C. Cody IV, Senior Portfolio Manager, who has been responsible for the fund since 1993 and has been associated with the advisor and/or its affiliates since 1992.

- Jan H. Friedli, Senior Portfolio Manager, who has been responsible for the fund since 1999 and has been associated with the advisor and/or its affiliates since 1999. From 1997 to 1999, he was global fixed-income portfolio manager for Nicholas-Applegate Capital Management. From 1994 to 1997, he was international fixed-income trader and analyst for Strong Capital Management.

- Craig A. Smith, Senior Portfolio Manager, who has been responsible for the fund since 1996 and has been associated with the advisor and/or its affiliates since 1989.

- Meggan M. Walsh, Senior Portfolio Manager, who has been responsible for the fund since 1998 and has been associated with the advisor and/or its affiliates since 1991.

VALUE

- Joel E. Dobberpuhl, Senior Portfolio Manager, who has been responsible for the fund since 1992 and has been associated with the advisor and/or its affiliates since 1990.

- Evan G. Harrel, Senior Portfolio Manager, who has been responsible for the fund since 1998 and has been associated with the advisor and/or its affiliates since 1998. From 1994 to 1998, he was Vice President of Van Kampen American Capital Asset Management, Inc. and a portfolio manager of various growth and equity funds.

- Robert A. Shelton, Senior Portfolio Manager, who has been responsible for the fund since 1997 and has been associated with the advisor and/or its affiliates since 1995.

5


AIM BALANCED - VALUE FUNDS

OTHER INFORMATION

DIVIDENDS AND DISTRIBUTIONS

Balanced expects that its distributions, if any, will consist of both capital gains and ordinary income. Value expects that its distributions, if any, will consist primarily of capital gains.

DIVIDENDS

Balanced generally declares and pays dividends, if any, quarterly. Value generally declares and pays 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 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 the funds are available is $1 million.

The Institutional Classes of the 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.

6


AIM BALANCED - VALUE FUNDS

FINANCIAL HIGHLIGHTS

Institutional Class shares of the funds were first made available for public sale on March 15, 2002.

The financial highlights tables are intended to help you understand the financial performance of each funds Class A shares. 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).

This information for the fiscal years 2001 and 2000 has been audited by PricewaterhouseCoopers LLP, whose report, along with each fund's financial statements, is included in the fund's annual report, which is available upon request. Information for the prior fiscal years or periods was audited by other public accountants.

                                                                                    BALANCED -- CLASS A
                                                          -----------------------------------------------------------------------
                                                                                  YEAR ENDED DECEMBER 31,
                                                          -----------------------------------------------------------------------
                                                           2001(a)              2000(a)       1999(a)       1998(a)        1997
                                                          ----------           ----------    ----------    ----------    --------
Net asset value, beginning of period                      $    30.10           $    32.69    $    28.23    $    25.78    $  21.84
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                         0.71(b)              0.92          0.82          0.71        0.60
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                (4.14)               (2.23)         4.46          2.45        4.66
=================================================================================================================================
    Total from investment operations                           (3.43)               (1.31)         5.28          3.16        5.26
=================================================================================================================================
Less distributions:
  Dividends from net investment income                         (0.73)               (0.79)        (0.82)        (0.65)      (0.55)
---------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           --                (0.49)           --         (0.06)      (0.77)
=================================================================================================================================
    Total distributions                                        (0.73)               (1.28)        (0.82)        (0.71)      (1.32)
=================================================================================================================================
Net asset value, end of period                            $    25.94           $    30.10    $    32.69    $    28.23    $  25.78
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(c)                                               (11.36)%              (4.18)%       19.04%        12.46%      24.41%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                  $2,284,776           $2,507,641    $1,800,350    $1,318,230    $683,633
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets                         1.01%(d)             0.96%         0.94%         0.95%       0.98%
=================================================================================================================================
Ratio of net investment income to average net assets            2.60%(b)(d)          2.80%         2.81%         2.81%       2.48%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                           73%                  55%           65%           43%         66%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Calculated using average shares outstanding.

(b) As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been $0.73 and the ratio of net investment income to average net assets would have been 2.67%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.

(c) Does not include sales charges.

(d) Ratios are based on average daily net assets of $2,441,471,059.

7


AIM BALANCED - VALUE FUNDS

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                      VALUE -- CLASS A
                                                           ----------------------------------------------------------------------
                                                                                  YEAR ENDED DECEMBER 31,
                                                           ----------------------------------------------------------------------
                                                              2001         2000(a)(b)       1999(b)       1998(b)       1997(b)
                                                           ----------      -----------    -----------    ----------    ----------
Net asset value, beginning of period                       $    12.51      $     16.28    $     13.40    $    10.81    $     9.72
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                     --            (0.04)         (0.01)         0.03          0.05
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                 (1.63)           (2.42)          3.97          3.46          2.26
=================================================================================================================================
    Total from investment operations                            (1.63)           (2.46)          3.96          3.49          2.31
=================================================================================================================================
Less distributions:
  Dividends from net investment income                             --               --             --         (0.03)        (0.01)
---------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                         (0.01)           (1.31)         (1.08)        (0.87)        (1.21)
=================================================================================================================================
    Total distributions                                         (0.01)           (1.31)         (1.08)        (0.90)        (1.22)
=================================================================================================================================
Net asset value, end of period                             $    10.87      $     12.51    $     16.28    $    13.40    $    10.81
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(c)                                                (12.99)%         (14.95)%        29.95%        32.76%        23.95%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                   $8,502,699      $11,223,504    $12,640,073    $8,823,094    $6,745,253
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                               1.08%(d)         1.00%          1.00%         1.00%         1.04%
---------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                            1.12%(d)         1.04%          1.02%         1.02%         1.06%
=================================================================================================================================
Ratio of net investment income (loss) to average net
  assets                                                        (0.03)%(d)       (0.11)%        (0.09)%        0.26%         0.57%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                            38%              67%            66%          113%          137%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Calculated using average shares outstanding.
(b) Per share information and shares have been restated to reflect a 3 for 1 stock split, effected in the form of a 200% stock dividend on November 10, 2000.
(c) Does not include sales charges.

(d) Ratios are based on average daily net assets of $9,667,663,277.

8


THE AIM FUNDS -- INSTITUTIONAL CLASS

Shareholder Information

In addition to the fund, A I M Advisors, Inc. serves as investment advisor to many other mutual funds (the AIM Funds). The following information is about all the Institutional Classes of the AIM Funds.

SHARES SOLD WITHOUT SALES CHARGES

You will not pay an initial or contingent deferred sales charge on purchases of any Institutional Class of shares.

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

The minimum investments for AIM Fund 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.

PURCHASE OPTIONS

                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------
Through a Financial Consultant  Contact your financial consultant.     Same
                                The financial consultant should
                                mail your completed account
                                application to the transfer agent,
                                A I M Fund Services, Inc.,
                                P.O. Box 4497,
                                Houston, TX 77210-4497.
                                The financial consultant should
                                call the transfer agent at (800)
                                659-1005 to receive a reference
                                number. Then, use the following
                                wire instructions: Beneficiary Bank
                                ABA/Routing #: 113000609
                                Beneficiary Account Number:
                                00100366732 Beneficiary Account
                                Name: A I M Fund Services, Inc.
                                RFB: Fund Name, Reference # OBI:
                                Your Name, Account #
By Telephone                    Open your account as described         Call the transfer agent at (800)
                                above.                                 659-1005 and wire payment for your
                                                                       purchase order in accordance with
                                                                       the wire instructions noted above.
----------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or invested in the same AIM Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same AIM Fund.

A-1 ICF--3/02



THE AIM FUNDS -- INSTITUTIONAL CLASS

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. Your broker or financial consultant may charge service fees for handling redemption transactions.

HOW TO REDEEM SHARES


Through a Financial Consultant   Contact your financial consultant.

                                 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 the 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 BY THE AIM FUNDS

If an AIM Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, the AIM Fund may, at its discretion, redeem the account and distribute the proceeds to you.

EACH AIM 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 AIM FUND; OR

- WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The AIM Funds value portfolio securities for which market quotations are readily available at market value. The AIM Fund's short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

The AIM Funds value all other securities and assets at their fair value. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day. In addition, if, between the time trading ends on a particular security and the close of the customary trading session of the NYSE, events occur that materially affect the value of the security, the AIM Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board of Directors or Trustees of the AIM Fund. The effect of using fair value pricing is that an AIM Fund's net asset value will be subject to the judgment of the Board of Directors or Trustees or its designee instead of being determined by the market. Because some of the AIM Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the AIM Funds do not price their shares, the value of those funds' assets may change on days when you will not be able to purchase or redeem fund shares.

Each AIM 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 any earlier NYSE closing time that day.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours of the customary trading session of the NYSE. The AIM Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. An AIM 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

ICF--3/02 A-2



THE AIM FUNDS -- INSTITUTIONAL CLASS

different rates depending on the length of time the fund holds its assets. Different tax rates may apply to ordinary income and long-term capital gain distributions, regardless of how long you have held your shares. Every year, you will be sent information showing the amount of dividends and distributions you received from each AIM Fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of AIM Fund shares will be subject to federal income tax. Exchanges of shares for shares of another AIM Fund are treated as a sale, and any gain realized on the transaction will generally be subject to federal income tax.

The foreign, state and local tax consequences of investing in AIM Fund shares may differ materially from the federal income tax consequences described above. You should consult your tax advisor before investing.

A-3 ICF--3/02



AIM BALANCED - VALUE FUNDS

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 this prospectus). Annual and semiannual reports to shareholders contain additional information about each fund's 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.

If you have questions about these funds, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of a fund's current SAI or annual or semiannual reports, please contact us

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

BY MAIL:                  A I M Fund Services, Inc.
                          P.O. Box 4497
                          Houston, TX 77210-4497

BY TELEPHONE:             (800) 451-4246

ON THE INTERNET:          You can send us a request
                          by e-mail or download
                          prospectuses, annual or
                          semiannual reports via
                          our website:
                          http://www.aimfunds.com

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

You also can review and obtain copies of a fund's SAI, reports 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 duplication 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 Balanced Fund, AIM Value Fund
SEC 1940 Act file number: 811-1540

[AIM LOGO APPEARS HERE] www.aimfunds.com [AFG-PRO-1] INVEST WITH DISCIPLINE
--Registered Trademark-- --Registered Trademark--


STATEMENT OF
ADDITIONAL INFORMATION

AIM FUNDS GROUP
11 GREENWAY PLAZA
SUITE 100
HOUSTON, TEXAS 77046-1173
(713) 626-1919


THIS STATEMENT OF ADDITIONAL INFORMATION RELATES TO THE INSTITUTIONAL CLASSES OF
EACH PORTFOLIO (EACH A "FUND," COLLECTIVELY THE "FUNDS") OF AIM FUNDS GROUP LISTED BELOW. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS, AND IT SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS FOR THE FUNDS LISTED BELOW.
YOU MAY OBTAIN A COPY OF THE PROSPECTUS FOR THE FUNDS LISTED BELOW FROM AN AUTHORIZED DEALER OR BY WRITING TO:

A I M FUND SERVICES, INC.
P.O. BOX 4739
HOUSTON, TEXAS 77210-4739
OR BY CALLING (800) 347-4246


THIS STATEMENT OF ADDITIONAL INFORMATION, DATED MAY 1, 2002,
RELATES TO THE FOLLOWING PROSPECTUS DATED MAY 1, 2002
FOR THE PORTFOLIOS NAMED BELOW:

AIM BALANCED FUND
AIM VALUE FUND


AIM FUNDS GROUP

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...........................................................2
         Classification............................................................................................2
         Investment Strategies and Risks...........................................................................3
                  Equity Investments...............................................................................6
                  Foreign Investments..............................................................................6
                  Debt Investments.................................................................................8
                  Other Investments...............................................................................12
                  Investment Techniques...........................................................................13
                  Derivatives.....................................................................................17
         Fund Policies............................................................................................23
         Temporary Defensive Positions............................................................................25

MANAGEMENT OF THE TRUST...........................................................................................25
         Board of Trustees........................................................................................25
         Management Information...................................................................................25
                  Trustee Ownership of Portfolio Shares...........................................................26
         Factors Considered in Approving the Investment Advisory Agreement........................................26
         Compensation.............................................................................................27
                  Retirement Plan For Trustees....................................................................27
                  Deferred Compensation Agreements................................................................28
                  Purchase of Class A Shares of the Funds at Net Asset Value......................................28
         Codes of Ethics..........................................................................................28

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES...............................................................28

INVESTMENT ADVISORY AND OTHER SERVICES............................................................................28
         Investment Advisor.......................................................................................28
         Service Agreements.......................................................................................30
         Other Service Providers..................................................................................30

BROKERAGE ALLOCATION AND OTHER PRACTICES..........................................................................31
         Brokerage Transactions...................................................................................31
         Commissions..............................................................................................32
         Brokerage Selection......................................................................................32
         Directed Brokerage (Research Services)...................................................................33
         Regular Brokers or Dealers...............................................................................33
         Allocation of Portfolio Transactions.....................................................................33
         Allocation of Equity Offering Transactions...............................................................33

PURCHASE, REDEMPTION AND PRICING OF SHARES........................................................................34
         Purchase and Redemption of Shares........................................................................34
         Redemptions by the Funds.................................................................................35
         Offering Price...........................................................................................35
         Redemption In Kind.......................................................................................36
         Backup Withholding.......................................................................................36

i

                                                                                                                 PAGE
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS..........................................................................37
         Dividends and Distributions..............................................................................37
         Tax Matters..............................................................................................38

DISTRIBUTION OF SECURITIES........................................................................................44
         Distributor..............................................................................................44

CALCULATION OF PERFORMANCE DATA...................................................................................45
         Average Annual Total Returns..............................................................................1


APPENDICES:

RATINGS OF DEBT SECURITIES.......................................................................................A-1

TRUSTEES AND OFFICERS............................................................................................B-1

TRUSTEE COMPENSATION TABLE.......................................................................................C-1

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES..............................................................D-1

MANAGEMENT FEES..................................................................................................E-1

ADMINISTRATIVE SERVICES FEES.....................................................................................F-1

BROKERAGE COMMISSIONS............................................................................................G-1

DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF SECURITIES AND REGULAR BROKERS OR DEALERS................H-1

PERFORMANCE DATA.................................................................................................I-1

FINANCIAL STATEMENTS..............................................................................................FS

ii

GENERAL INFORMATION ABOUT THE TRUST

FUND HISTORY

AIM Funds Group (the "Trust") is a Delaware business 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 twelve separate portfolios: AIM Balanced Fund, AIM Basic Balanced Fund, AIM European Small Company Fund, AIM Global Utilities Fund, AIM International Emerging Growth Fund, AIM Mid Cap Basic Value Fund, AIM New Technology Fund, AIM Select Equity Fund, AIM Small Cap Equity Fund, AIM Value Fund, AIM Value II Fund and AIM Worldwide Spectrum Fund (each a "Portfolio" and collectively the "Portfolios"). This Statement of Additional Information relates solely to the Institutional Classes of AIM Balanced Fund and AIM Value Fund, (each a "Fund" and collectively, the "Funds"). Under the Amended and Restated Agreement and Declaration of Trust, dated November 5, 1998, as amended (the "Trust Agreement"), the Board of Trustees 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 October 30, 1984, as a Massachusetts business trust. The Trust reorganized as a Delaware business trust on October 15, 1993. The following Portfolios were included in the reorganization: AIM Global Utilities Fund, AIM Select Equity Fund and AIM Value Fund. In addition, on October 15, 1993, AIM Balanced Fund acquired all the assets and assumed all of the liabilities of AIM Convertible Securities Fund, Inc., a Maryland corporation. All historical financial and other information contained in this Statement of Additional Information for periods prior to October 15, 1993 relating to these Portfolios (or a class thereof) is that of the predecessor funds (or the corresponding class thereof). Prior to May 1, 1995, AIM Global Utilities Fund was known as AIM Utilities Fund. Prior to July 13, 2001, AIM Select Equity Fund was known as AIM Select Growth Fund, and prior to May 1, 1998, such Fund was known as AIM Growth Fund. Each of the other funds commenced operations as a series of the Trust.

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) 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 Portfolio. These assets constitute the underlying assets of each Portfolio, are segregated on the Trust's books of account, and are charged with the expenses of such Portfolio and its respective classes. The Trust allocates any general expenses of the Trust not readily identifiable as belonging to a particular Portfolio by or under the direction of the Board of Trustees, primarily on the basis of relative net assets, or other relevant factors.

Each share of each Portfolio represents an equal proportionate interest in that Portfolio with each other share and is entitled to such dividends and distributions out of the income belonging to such Portfolio as are declared by the Board. Each Portfolio offers three separate classes of shares: Class A shares, Class B shares and Class C shares. Each of AIM Balanced Fund and AIM Value Fund also offers a fourth class of shares, Institutional Class shares. This Statement of Additional Information relates solely to the Institutional Classes of the Funds. Each class of shares represents interests 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 Portfolio allocable to such class available for distribution after satisfaction of outstanding liabilities of the Portfolio allocable to such class.

Each share of a Portfolio has the same voting, dividend, liquidation and other rights; however, each class of shares of a Portfolio is subject to different sales loads, conversion features, exchange

1

privileges and class-specific expenses. Only shareholders of a specific class may vote on matters relating to that class' distribution plan.

Except as specifically noted above, shareholders of each Portfolio 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 Portfolio. However, on matters affecting an individual Portfolio or class of shares, a separate vote of shareholders of that Portfolio or class is required. Shareholders of a Portfolio or class are not entitled to vote on any matter which does not affect that Portfolio or class but that requires a separate vote of another Portfolio or class. An example of a matter that would be voted on separately by shareholders of each Portfolio 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 Portfolio 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 business 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 Portfolio for all losses and expenses of any shareholder of such Portfolio 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 Portfolio 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 Agreement provides 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. The Trust Agreement also authorizes the purchase of liability insurance on behalf of trustees and officers.

SHARE CERTIFICATES. Shareholders of the Funds do not have the right to demand or require the Trust to issue share certificates, although the Trust in its sole discretion may issue them. A I M Fund Services, Inc. ("AFS") will not issue certificates for shares held in prototype retirement plans sponsored by AMVESCAP National Trust Company, an affiliate of AIM.

DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS

CLASSIFICATION

The Trust is an open-end management investment company. Each of the Funds is "diversified" for purposes of the 1940 Act.

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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--Registered Trademark--. The table has been marked to indicate those securities and investment techniques that AIM may use to manage a Fund. A Fund may not use all of these techniques at any one time. A Fund's transactions in a particular security or use of a particular technique is subject to limitations imposed by a Fund's investment objective, 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 securities and investment techniques in this section 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.

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AIM FUNDS GROUP
SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES

          FUND               AIM BALANCED FUND         AIM VALUE FUND
---------------------------------------------------------------------
SECURITY/
INVESTMENT
TECHNIQUE
---------------------------------------------------------------------
---------------------------------------------------------------------
                              EQUITY INVESTMENTS
---------------------------------------------------------------------
      Common Stock                   X                       X
---------------------------------------------------------------------
    Preferred Stock                  X                       X
---------------------------------------------------------------------
 Convertible Securities              X                       X
---------------------------------------------------------------------
      Alternative                    X                       X
   Entity Securities
---------------------------------------------------------------------
                             FOREIGN INVESTMENTS
---------------------------------------------------------------------
   Foreign Securities                X                       X
---------------------------------------------------------------------
   Foreign Government                X                       X
      Obligations
---------------------------------------------------------------------
    Foreign Exchange                 X                       X
      Transactions
---------------------------------------------------------------------
                              DEBT INVESTMENTS
---------------------------------------------------------------------
    U.S. Government                  X                       X
      Obligations
---------------------------------------------------------------------
Money Market Instruments             X                       X
---------------------------------------------------------------------
  Mortgage-Backed and                X                       X
Asset-Backed Securities
---------------------------------------------------------------------
Collateralized Mortgage              X
      Obligations
---------------------------------------------------------------------
    Bank Instruments                 X                       X
---------------------------------------------------------------------
 Commercial Instruments              X                       X
---------------------------------------------------------------------
Participation Interests              X                       X
---------------------------------------------------------------------
 Other Debt Obligations              X                       X
---------------------------------------------------------------------
       Junk Bonds
---------------------------------------------------------------------
  Municipal Securities
---------------------------------------------------------------------
       Municipal                     X                       X
   Lease Obligations
---------------------------------------------------------------------
    Investment Grade                 X                       X
     Corporate Debt
      Obligations
---------------------------------------------------------------------
       Junk Bonds
---------------------------------------------------------------------
     Liquid Assets                   X                       X
---------------------------------------------------------------------
                             OTHER INVESTMENTS
---------------------------------------------------------------------
         REITs                       X                       X
---------------------------------------------------------------------
    Other Investment                 X                       X
       Companies
---------------------------------------------------------------------
  Defaulted Securities
---------------------------------------------------------------------
   Municipal Forward
       Contracts
---------------------------------------------------------------------
  Variable or Floating
    Rate Instruments
---------------------------------------------------------------------
   Indexed Securities
---------------------------------------------------------------------

4

          FUND               AIM BALANCED FUND         AIM VALUE FUND
---------------------------------------------------------------------
SECURITY/
INVESTMENT
TECHNIQUE
---------------------------------------------------------------------
    Zero-Coupon and
 Pay-in-Kind Securities
---------------------------------------------------------------------
  Synthetic Municipal
      Instruments
---------------------------------------------------------------------
                           INVESTMENT TECHNIQUES
---------------------------------------------------------------------
    Delayed Delivery                 X                       X
      Transactions
---------------------------------------------------------------------
 When-Issued Securities              X                       X
---------------------------------------------------------------------
      Short Sales                    X                       X
---------------------------------------------------------------------
  Margin Transactions
---------------------------------------------------------------------
    Swap Agreements                  X                       X
---------------------------------------------------------------------
    Interfund Loans                  X                       X
---------------------------------------------------------------------
       Borrowing                     X                       X
---------------------------------------------------------------------
   Lending Portfolio                 X                       X
       Securities
---------------------------------------------------------------------
 Repurchase Agreements               X                       X
---------------------------------------------------------------------
   Reverse Repurchase                X                       X
       Agreements
---------------------------------------------------------------------
      Dollar Rolls                   X
---------------------------------------------------------------------
  Illiquid Securities                X                       X
---------------------------------------------------------------------
  Rule 144A Securities               X                       X
---------------------------------------------------------------------
   Unseasoned Issuers                X                       X
---------------------------------------------------------------------
  Sale of Money Market
       Securities
---------------------------------------------------------------------
  Standby Commitments
---------------------------------------------------------------------
                               DERIVATIVES
---------------------------------------------------------------------
     Equity-Linked                   X                       X
      Derivatives
---------------------------------------------------------------------
      Put Options                    X                       X
---------------------------------------------------------------------
      Call Options                   X                       X
---------------------------------------------------------------------
       Straddles                     X                       X
---------------------------------------------------------------------
        Warrants                     X                       X
---------------------------------------------------------------------
 Futures Contracts and               X                       X
   Options on Futures
       Contracts
---------------------------------------------------------------------
    Forward Currency                 X                       X
       Contracts
---------------------------------------------------------------------
         Cover                       X                       X
---------------------------------------------------------------------

5

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 Funds will invest in a convertible debt security based primarily on the characteristics of the equity security into which it converts, and without regard to the credit rating of the convertible security (even if the credit rating is below investment grade). To the extent that a Fund invests in convertible debt securities with credit ratings below investment grade, such securities may have a higher likelihood of default, although this may be somewhat offset by the convertibility feature.

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 the equivalent of 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.

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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.

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.

On January 1, 1999, certain members of the European Economic and Monetary Union ("EMU") established a common European currency known as the "euro" and each member's local currency became a denomination of the euro. Each participating country (currently, Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, and Spain) has replaced its local currency with the euro effective January 1, 2002. The replacement of currencies with the euro may cause market disruptions and adversely affect the value of securities held by a Fund.

FOREIGN GOVERNMENT OBLIGATIONS. Debt securities issued by foreign governments 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 interests or repay principal when due. Political or economic changes or the balance of trade may affect a country's willingness or ability to 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 government of developing countries.

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 contracts entered into directly with another party or exchange traded futures contracts.

7

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 total 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 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.

MONEY MARKET INSTRUMENTS. Money market instruments in which the Funds may invest will be "Eligible Securities" as defined in Rule 2a-7 under the 1940 Act, as such Rule may be amended from time to time. An Eligible Security is generally a rated security with a remaining maturity of 397 calendar days or less that has been rated by the Requisite NRSROs (as defined below) in one of the two highest short-term rating categories, or a security issued by an issuer that has received a rating by the Requisite NRSROs in one of the two highest short-term rating categories with respect to a class of debt obligations (or any debt obligation within that class). Eligible Securities may also include unrated securities determined by the Funds' investment advisor (under the supervision of and pursuant to guidelines established by the Board of Trustees) to be of comparable quality to such rated securities. If an unrated security is subject to a guarantee, to be an Eligible Security, the guarantee generally must have received a rating from a NRSRO in one of the two highest short-term rating categories or be issued by a guarantor that has received a rating from a NRSRO in one of the two highest short-term rating categories with respect to a class of debt obligations (or any debt obligation within that class). Since the Funds may invest in securities backed by banks and other financial institutions, changes in the credit quality of these institutions could cause losses to the Funds and affect their share price. The term "Requisite NRSRO" means (a) any two nationally recognized statistical rating organizations (NRSROs) that have issued a rating with respect to a security or class of debt obligations of an issuer, or (b) if only one NRSRO has issued a rating with respect to such security or issuer at the time a Fund acquires the security, that NRSRO.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. Mortgage backed securities are mortgage-related securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or issued by nongovernment entities. Mortgage-related securities represent pools of mortgage loans assembled for sale to investors by various government agencies such as GNMA and government-related

8

organizations such as FNMA and the Federal Home Loan Mortgage Corporation ("FHLMC"), as well as by nongovernment issuers such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies. Although certain mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured.

There are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities they issue. Mortgage-related securities issued by GNMA include GNMA Mortgage Pass-Through Certificates (also known as "Ginnie Maes") which are guaranteed as to the timely payment of principal and interest. That guarantee is backed by the full faith and credit of the U.S. Treasury. GNMA is a corporation wholly owned by the U.S. Government within the Department of Housing and Urban Development. Mortgage-related securities issued by FNMA include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as "Fannie Maes") and are guaranteed as to payment of principal and interest by FNMA itself and backed by a line of credit with the U.S. Treasury. FNMA is a government-sponsored entity wholly owned by public stockholders. Mortgage-related securities issued by FHLMC include FHLMC Mortgage Participation Certificates (also known as "Freddie Macs") guaranteed as to payment of principal and interest by FHLMC itself and backed by a line of credit with the U.S. Treasury. FHLMC is a government-sponsored entity wholly owned by public stockholders.

Other asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements. Regular payments received in respect of such securities include both interest and principal. Asset-backed securities typically have no U.S. Government backing. Additionally, the ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited.

If a Fund purchases a mortgage-backed or other asset-backed security at a premium, that portion may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. However, though the value of a mortgage-backed or other asset-backed security may decline when interest rates rise, the converse is not necessarily true, since in periods of declining interest rates the mortgages and loans underlying the securities are prone to prepayment, thereby shortening the average life of the security and shortening the period of time over which income at the higher rate is received. When interest rates are rising, though, the rate of prepayment tends to decrease, thereby lengthening the period of time over which income at the lower rate is received. For these and other reasons, a mortgage-backed or other asset-backed security's average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the security's return.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"). The AIM Balanced Fund may invest in CMOs. The Fund can also invest in mortgage-backed bonds and asset-backed securities. A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. Similar to a bond, interest and prepaid principal is paid, in most cases, semiannually. CMOs may be collateralized by whole mortgage loans, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or FNMA, and their income streams.

CMOs are structured into multiple classes, each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.

9

In a typical CMO transaction, a corporation ("issuer") issues multiple series (e.g., A, B, C, Z) of CMO bonds ("Bonds"). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates ("Collateral"). The Collateral is pledged to a third party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds all bear current interest. Interest on Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off. When the Series A, B, and C Bonds are paid in full, interest and principal on the Series Z Bond begins to be paid currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.

CMOs that are issued or guaranteed by the U.S. government or by any of its agencies or instrumentalities will be considered U.S. government securities by the Funds, while other CMOs, even if collateralized by U.S. government securities, will have the same status as other privately issued securities for purposes of applying the Fund's diversification tests.

FHLMC CMOs. FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates which are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC. Unlike FHLMC PCs, payments of principal and interest on the CMOs are made semiannually, as opposed to monthly. The amount of principal payable on each semiannual payment date is determined in accordance with FHLMC's mandatory sinking fund schedule, which, in turn, is equal to approximately 100% of FHA prepayment experience applied to the mortgage collateral pool. All sinking fund payments in the CMOs are allocated to the retirement of the individual classes of bonds in the order of their stated maturities. Payment of principal on the mortgage loans in the collateral pool in excess of the amount of FHLMC's minimum sinking fund obligation for any payment date are paid to the holders of the CMOs as additional sinking fund payments. Because of the "pass-through" nature of all principal payments received on the collateral pool in excess of FHLMC's minimum sinking fund requirement, the rate at which principal of the CMOs is actually repaid is likely to be such that each class of bonds will be retired in advance of its scheduled maturity date.

If collection of principal (including prepayments) on the mortgage loans during any semiannual payment period is not sufficient to meet FHLMC's minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds.

Risks of Mortgage-Related Securities. Investment in mortgage-backed securities poses several risks, including prepayment, market, and credit risk. Prepayment risk reflects the risk that borrowers may prepay their mortgages faster than expected, thereby affecting the investment's average life and perhaps its yield. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are most likely to exercise prepayment options at the time when it is least advantageous to investors, generally prepaying mortgages as interest rates fall, and slowing payments as interest rates rise. Besides the effect of prevailing interest rates, the rate of prepayment and refinancing of mortgages may also be affected by home value appreciation, ease of the refinancing process and local economic conditions.

Market risk reflects the risk that the price of the security may fluctuate over time. The price of mortgage-backed securities may be particularly sensitive to prevailing interest rates, the length of time the security is expected to be outstanding, and the liquidity of the issue. In a period of unstable interest rates, there may be decreased demand for certain types of mortgage-backed securities, and the Fund invested in such securities wishing to sell them may find it difficult to find a buyer, which may in turn decrease the price at which they may be sold.

Credit risk reflects the risk that the Fund may not receive all or part of its principal because the issuer or credit enhancer has defaulted on its obligations. Obligations issued by U.S. government-related entities are guaranteed as to the payment of principal and interest, but are not backed by the full faith and credit of the U.S. government. The performance of private label mortgage-backed securities, issued by private institutions, is based on the financial health of those institutions. With respect to GNMA

10

certificates, although GNMA guarantees timely payment even if homeowners delay or default, tracking the "pass-through" payments may, at times, be difficult.

BANK INSTRUMENTS. The Funds may invest in certificates of deposits, time deposits, and bankers' acceptances from U.S. or foreign banks. A bankers' acceptance is a bill of exchange or time draft drawn on and accepted by a commercial bank. A certificate of deposit is a negotiable interest-bearing instrument with a specific maturity. Certificates of deposit are issued by banks and savings and loan institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. A time deposit is a non-negotiable receipt issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market.

The Funds may invest in certificates of deposit ("Eurodollar CDs") and time deposits ("Eurodollar time deposits") of foreign branches of domestic banks. Accordingly, an investment in the Fund may involve risks that are different in some respects from those incurred by an investment company which invests only in debt obligations of U.S. domestic issuers. Such risks include future political and economic developments, the possible seizure or nationalization of foreign deposits and the possible imposition of foreign country withholding taxes on interest income.

COMMERCIAL INSTRUMENTS. Each Fund may invest in commercial instruments, including commercial paper, master notes and other short-term corporate instruments, that are denominated in U.S. dollars. Commercial paper consists of short-term promissory notes issued by corporations. Commercial paper may be traded in the secondary market after its issuance. Master notes are demand notes that permit the investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements with issuers who meet the quality criteria of the Fund. The interest rate on a master note may fluctuate based upon changes in specified interest rates or be reset periodically according to a prescribed formula or may be a set rate. Although there is no secondary market in master demand notes, if such notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice.

PARTICIPATION INTERESTS. Each Fund may purchase participations in corporate loans. Participation interests generally will be acquired from a commercial bank or other financial institution (a "Lender") or from other holders of a participation interest (a "Participant"). The purchase of a participation interest either from a Lender or a Participant will not result in any direct contractual relationship with the borrowing company ("the Borrower"). Instead, the Fund will be required to rely on the Lender or the Participant that sold the participation interest both for the enforcement of the Fund's rights against the Borrower and for the receipt and processing of payments due to the Fund under the loans. The Fund is thus subject to the credit risk of both the Borrower and a Participant. Participation interests are generally subject to restrictions on resale. The Fund considers participation interests to be illiquid and therefore subject to the Fund's percentage limitation for investments in illiquid securities.

MUNICIPAL LEASE OBLIGATIONS. Municipal lease obligations, a type of Municipal Security, may take the form of a lease, an installment purchase or a conditional sales contract. Municipal lease obligations are issued by state and local governments and authorities to acquire land, equipment and facilities such as state and municipal vehicles, telecommunications and computer equipment, and other capital assets. Interest payments on qualifying municipal leases are exempt from federal income taxes. Each Fund may purchase these obligations directly, or it may purchase participation interests in such obligations. Municipal leases are generally subject to greater risks than general obligation or revenue bonds. State laws set forth requirements that states or municipalities must meet in order to issue municipal obligations, and such obligations may contain a covenant by the issuer to budget for, appropriate, and make payments due under the obligation. However, certain municipal lease obligations may contain "non-appropriation" clauses which provide that the issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each year. Accordingly, such obligations are subject to "non-appropriation" risk. While municipal leases are secured by the underlying capital asset, it may be difficult to dispose of such assets in the event of n0on-appropriation or other default. All direct investments by each Fund in municipal lease obligations shall be

11

deemed illiquid and shall be valued according to the Fund's Procedures for Valuing Securities current at the time of such valuation.

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, 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.

LIQUID ASSETS. 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 or the following liquid assets: money market instruments (such as certificates of deposit, time deposits, banker's 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, participation interests in corporate loans, and municipal obligations). For cash management purposes, the Funds may also hold a portion of their assets in cash or such liquid assets.

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. With respect to a Fund's purchase of shares of another investment company, including Affiliated Money Market Funds (defined below), each Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment

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company. The Funds have obtained an exemptive order from the SEC allowing them to invest in money market funds that have AIM or an affiliate of AIM as an investment advisor (the "Affiliated Money Market Funds"), provided that investments in Affiliated Money Market Funds do not exceed 25% of the total assets of the investing Fund.

The following restrictions apply to investments in other investment companies other than Affiliated Money Market Funds: (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.

Investment Techniques

DELAYED DELIVERY TRANSACTIONS. Delayed delivery transactions 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 to the extent it can anticipate having available cash on settlement date.

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. In a delayed delivery transaction, a Fund relies on the other party to complete the transaction. If the transaction is not completed, a Fund may miss a price or yield considered to be advantageous. The Fund will employ techniques designed to reduce such risks. 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 securities prior to settlement.

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 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).

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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's custodian bank 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. In a short sale, a Fund does not immediately deliver the securities sold and does not receive the proceeds from the sale. A Fund is said to have a short position in the securities sold until it delivers the securities sold, at which time it receives the proceeds of the sale. 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 a 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 the 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. A Fund may also make short sales to generate additional income from the investment of the cash proceeds of short sales.

A Fund will only make short sales "against the box," meaning that at all times when a short position is open, the 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 equal in amount to, the securities sold short. To secure its obligation to deliver the securities sold short, a Fund will segregate with its custodian an equal amount to the securities sold short or securities convertible into or exchangeable for such securities. A Fund may pledge no more than 10% of its total assets as collateral for short sales against the box.

MARGIN TRANSACTIONS. Neither 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.

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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. Most swap agreements entered into by a Fund would calculate the obligations on a "net basis." Consequently, a Fund's obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the "net amount"). Obligations under a swap agreement will be accrued daily (offset against amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by segregating liquid assets to avoid any potential leveraging of the Fund. A Fund will not enter into a swap agreement with any single party if the net amount owed to or to be received under existing contracts with that party would exceed 5% of the Fund's total assets. 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 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 any interfund loans are outstanding, the Fund cannot make any additional investments. 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. The Funds 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, the 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.

The Fund would continue to receive the income on loaned securities and would, at the same time, earn interest on the loan collateral or on the investment of any cash collateral. A Fund will not have the right to vote securities while they are lent, but it can call a loan in anticipation of an important vote. Any cash collateral pursuant to these loans would be invested in short-term money market instruments or Affiliated Money Market Funds. Lending securities entails a risk of loss to the Funds if and to the extent that the market value of the securities loaned increases and the collateral is not increased accordingly or in the event of default by the borrower. The Fund could also experience delays and costs in gaining access to the collateral.

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 the 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.

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If the seller of a repurchase agreement fails to repurchase the security in accordance with the terms of the agreement, the 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 have obtained an exemptive order from the SEC allowing them to invest their cash balances in joint accounts 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.

REVERSE REPURCHASE AGREEMENTS. Reverse repurchase agreements are agreements which 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 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, the 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 the 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 mortgage 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, and thus may or may not constitute illiquid securities.

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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 of Trustees, will consider whether securities purchased under Rule 144A are illiquid and thus subject to the Funds' restriction on investments 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 investments 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.

Derivatives

The Funds may each invest in forward 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. The Funds may also invest in equity-linked derivative products designed to replicate the composition and performance of particular indices. 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).

EQUITY-LINKED DERIVATIVES. Equity-Linked Derivatives represent interests in trusts that are structured to provide investors proportionate undivided interests in a securities portfolio constituting substantially all the common stocks (in substantially the same weighting) as the component common stocks of a particular securities index. Generally, these Equity-Linked Derivatives are only redeemable in large blocks of shares. These Equity-Linked Derivatives are exchange traded. The performance results of Equity-Linked Derivatives will not replicate exactly the performance of the pertinent index due to transaction and other expenses, including fees to service providers, borne by the Equity-Linked Derivatives. Examples of such products include S&P Depositary Receipts ("SPDRs"), World Equity Benchmark Series ("WEBs"), NASDAQ 100 tracking shares ("QQQs"), Dow Jones Industrial Average Instruments ("DIAMONDS") and Optimised Portfolios As Listed Securities ("OPALS"). Investments in Equity-Linked Derivatives involve the same risks associated with a direct investment in the types of securities included in the indices such products are designed to track. There can be no assurance that the trading price of the Equity-Linked Derivatives will equal the underlying value of the basket of securities purchased to replicate a particular index or that such basket will replicate the index. Investments in Equity-Linked Derivatives may constitute investments in other investment companies, and therefore, a

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Fund may be subject to the same investment restrictions with Equity-Linked Derivatives as with other investment companies. See "Other Investment Companies."

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 write (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 any 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 writing 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. 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. 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 a call 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 the 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 lowest 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 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. Utilized in this fashion, the purchase of call

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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 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 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

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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 each Fund's 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 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 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.

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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," to and from 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 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.

Limitations on Futures Contracts and Options on Futures Contracts and on Certain Options on Currencies. To the extent that a Fund enters into Futures Contracts, options on Futures Contracts and options on foreign currencies traded on a CFTC-regulated exchange, in each case other than for bona fide hedging purposes (as defined by the CFTC), the aggregate initial margin and premiums required to establish those positions (excluding the amount by which options are "in-the-money") will not exceed 5% of the total assets of the Fund, after taking into account unrealized profits and unrealized losses on any contracts it has entered into. This guideline may be modified by the Board, without a shareholder vote. This limitation does not limit the percentage of the Fund's assets at risk to 5%.

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."

FORWARD CURRENCY CONTRACTS. A forward 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 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 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.

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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 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 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 contracts varies with factors such as the currencies involved, the length of the contract period and the market conditions then prevailing. Because forward contracts are usually entered into on a principal basis, no fees or commissions are involved. The use of forward 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 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 contracts may require that Fund to set aside assets to reduce the risks associated with using forward contracts. This process is described in more detail below in the section "Cover."

COVER. Transactions using forward 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 it owns either (1) an offsetting ("covered") position in securities, currencies, or other options, forward 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 contract or option is deemed to be illiquid, the assets used to "cover" the 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, the 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.

Assets used as cover cannot be sold while the position in the corresponding forward 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.

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(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 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 the 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.

FUND POLICIES

FUNDAMENTAL RESTRICTIONS. Each Fund is subject to the following investment restrictions, which may be changed only by a vote of a majority 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

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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.

(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 of Trustees has adopted non-fundamental restrictions for each of the Funds relating to certain of these restrictions which the advisor must follow in managing the Funds. Any changes to these non-fundamental restrictions, which are set forth below, require the approval of the Board of Trustees.

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), 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 (i) purchase securities of other investment companies as permitted by Section 12(d)(1) of the 1940 Act and (ii) invest its assets in securities of other money market funds and lend money to other investment companies or their series portfolios that have AIM or an affiliate of AIM as an investment advisor (an "AIM Advised Fund"), subject to the terms and conditions of any exemptive orders issued by the SEC.

(2) In complying with the fundamental restriction regarding borrowing money and issuing senior securities, the Fund may borrow money in an amount not exceeding 331/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings). The Fund may borrow from banks, broker-dealers or an AIM Advised 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

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cash management purposes. The Fund may not purchase additional securities when any borrowings from banks exceed 5% of the Fund's total assets or when any borrowings from an AIM Advised 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 331/3% of its total assets and may lend money to an AIM Advised 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.

TEMPORARY DEFENSIVE POSITIONS

In anticipation of or in response to adverse market 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, or the following liquid assets: money market instruments, shares of affiliated money market funds or high-quality debt obligations. As a result, the Fund may not achieve its investment objective.

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES

The overall management of the business and affairs of the Funds and the Trust is vested in the Board of Trustees. The Board of Trustees approves all significant agreements between the Trust, on behalf of one or more of the Funds, and persons or companies furnishing services to the Funds. The day-to-day operations of each Fund are delegated to the officers of the Trust and to AIM, subject always to the objective(s), restrictions and policies of the applicable Fund and to the general supervision of the Board of Trustees. Certain trustees and officers of the Trust are affiliated with AIM and A I M Management Group Inc. ("AIM 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 and their principal occupations during at least the last five years and certain other information concerning them is set forth in Appendix B.

The standing committees of the Board of Trustees are the Audit Committee, the Investments Committee, the Valuation Committee and the Committee on Directors/Trustees.

The members of the Audit Committee are Frank S. Bayley, Bruce L. Crockett, Albert R. Dowden (Vice Chair), Edward K. Dunn, Jr. (Chair), Jack M. Fields, Carl Frischling (on leave of absence), Lewis F. Pennock and Louis S. Sklar, Dr. Prema Mathai-Davis and Ruth H. Quigley. The Audit Committee is responsible for: (i) considering management's recommendations of independent accountants for each Fund and evaluating such accountants' performance, costs and financial stability; (ii) with AIM, reviewing and coordinating audit plans prepared by the Funds' independent accountants and management's internal audit staff; and (iii) reviewing financial statements contained in periodic reports to shareholders with the Funds' independent accountants and management. During the fiscal year ended December 31, 2001, the Audit Committee held 9 meetings.

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The members of the Investments Committee are Messrs. Bayley, Crockett, Dowden, Dunn, Fields, Frischling, Pennock and Sklar (Chair), Dr. Mathai-Davis
(Vice Chair) and Miss Quigley. The Investments Committee is responsible for: (i)
overseeing AIM's investment-related compliance systems and procedures to ensure their continued adequacy; and (ii) considering and acting, on an interim basis between meetings of the full Board, on investment-related matters requiring Board consideration, including dividends and distributions, brokerage policies and pricing matters. During the fiscal year ended December 31, 2001, the Investments Committee held 6 meetings.

The members of the Valuation Committee are Messrs. Dunn and Pennock
(Chair) and Miss Quigley (Vice Chair). The Valuation Committee is responsible for: (i) periodically reviewing AIM's Procedures for Valuing Securities
("Procedures"), and making any recommendations to AIM with respect thereto; (ii) reviewing proposed changes to the Procedures recommended by AIM from time to time; (iii) periodically reviewing information provided by AIM regarding industry developments in connection with valuation; (iv) periodically reviewing information from AIM regarding fair value and liquidity determinations made pursuant to the Procedures, and making recommendations to the full Board in connection therewith (whether such information is provided only to the Committee or to the Committee and the full Board simultaneously); and (v) if requested by AIM, assisting AIM's internal valuation committee and/or the full Board in resolving particular valuation anomalies. During the fiscal year ended December 31, 2001, the Valuation Committee held no meetings.

The members of the Committee on Directors/Trustees are Messrs. Bayley, Crockett (Chair), Dowden, Dunn, Fields (Vice Chair), Pennock and Sklar, Dr. Mathai-Davis and Miss Quigley. The Committee on Directors/Trustees is responsible for: (i) considering and nominating individuals to stand for election as dis-interested trustees as long as the Trust maintains a distribution plan pursuant to Rule 12b-1 under the 1940 Act; (ii) reviewing from time to time the compensation payable to the dis-interested trustees; and (iii) making recommendations to the Board regarding matters related to compensation, including deferred compensation plans and retirement plans for the dis-interested trustees. During the fiscal year ended December 31, 2001, the Committee Directors/Trustees held 6 meetings.

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

Trustee Ownership of Portfolio Shares

The dollar range of equity securities beneficially owned by each trustee (i) in the Portfolios 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 B.

FACTORS CONSIDERED IN APPROVING THE INVESTMENT ADVISORY AGREEMENT

The advisory agreement with AIM was re-approved for each Fund by the Trust's Board at a meeting held on May 8-9, 2001. In evaluating the fairness and reasonableness of the advisory agreement, the Board of Trustees considered a variety of factors for each Fund, including: the requirements of each Fund for investment supervisory and administrative services; the quality of AIM's services, including a review of each Fund's investment performance and AIM's investment personnel; the size of the fees in relationship to the extent and quality of the investment advisory services rendered; fees charged to AIM's other clients; fees charged by competitive investment advisors; the size of the fees in light of services provided other than investment advisory services; the expenses borne by each Fund as a percentage of its assets and relationship to contractual limitations; any fee waivers (or payments of Fund expenses) by AIM; AIM's profitability; the benefits received by AIM from its relationship to each Fund, including soft dollar arrangements, and the extent to which each Fund shares in those benefits; the organizational capabilities and financial condition of AIM and conditions and trends prevailing in the

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economy, the securities markets and the mutual fund industry; and the historical relationship between each Fund and AIM.

In considering the above factors, the Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, "cash balances") of each Fund may be invested in money market funds advised by AIM pursuant to the terms of an exemptive order. The Board found that each Fund may realize certain benefits upon investing cash balances in AIM advised money market funds, including a higher net return, increased liquidity, increased diversification or decreased transaction costs. The Board also found that each Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board further determined that the proposed securities lending program and related procedures with respect to each of the lending Funds is in the best interests of each lending Fund and its respective shareholders. The Board therefore concluded that the investment of cash collateral received in connection with the securities lending program in the money market funds according to the procedures is in the best interests of each lending Fund and its respective shareholders.

After consideration of these factors, the Board found that: (i) the services provided to each Fund and its shareholders were adequate; (ii) the agreements were fair and reasonable under the circumstances; and (iii) the fees payable under the agreements would have been obtained through arm's length negotiations. The Board therefore concluded that each Fund's advisory agreement was in the best interests of such Fund and its shareholders and continued the agreement for an additional year.

COMPENSATION

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

Information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM during the year ended December 31, 2001 is found in Appendix C.

Retirement Plan For Trustees

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

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

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. The retirement benefit will equal 75% of the trustee's annual retainer paid or accrued by any Covered Fund to such trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and the trustee. The annual retirement benefits are payable in quarterly installments for a number of years equal to the lesser of
(i) ten or (ii) the number of such trustee's credited years of service. A death benefit is also available under the plan that provides a surviving spouse with a quarterly installment of 50% of a deceased trustee's retirement benefits for the same length of time that the trustee would have received based on his or her service. A trustee must have attained the age of 65 (55 in the event of death or disability) to receive any retirement benefit.

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Deferred Compensation Agreements

Messrs. Dunn, Fields, Frischling and Sklar and Dr. Mathai-Davis (for purposes of this paragraph only, the "Deferring Trustees") have each executed a Deferred Compensation Agreement (collectively, the "Compensation Agreements"). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Trust, and such amounts are placed into a deferral account. Currently, the Deferring Trustees have the option to select various AIM Funds in which all or part of their deferral accounts shall be deemed to be invested. Distributions from the Deferring Trustees' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the Compensation Agreement) beginning on the date selected under the Compensation Agreement. The Board, in its sole discretion, may accelerate or extend the distribution of such deferral accounts after the Deferring Trustee's retirement benefits commence under the Plan. The Trust's Board of Trustees, in its sole discretion, may accelerate or extend the distribution of such deferral accounts after the Deferring Trustee's termination of service as a trustee of the Trust. If a Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring Trustees have the status of unsecured creditors of the Trust and of each other AIM Fund from which they are deferring compensation.

Purchase 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. 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.

CODES OF ETHICS

AIM, the Trust and A I M Distributors, Inc. ("AIM Distributors") have each adopted a Code of Ethics governing, as applicable, personal trading activities of all Directors/Trustees, officers of the Trust, persons who, in connection with their regular functions, play a role in the recommendation of any purchase or sale of a security by any of the Funds or obtain information pertaining to such purchase or sale, and certain other employees. The Codes of Ethics are intended to prohibit conflicts of interest with the Trust that may arise from personal trading. Personal trading, including personal trading involving securities that may be purchased or held by a Fund, is permitted by persons covered under the relevant Codes subject to certain restrictions; however those persons are generally required to pre-clear all security transactions with the Compliance Officer or his designee and to report all transactions on a regular basis.

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 D. 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 150 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,

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wholly-owned subsidiary of AMVESCAP PLC. AMVESCAP PLC 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.

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 Advisory Agreement provides that the Fund will pay or cause to be paid all expenses of the Fund not assumed by AIM, including, without limitation: brokerage commissions, taxes, legal, auditing or governmental fees, the cost of preparing share certificates, 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 trustees 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 following annual rates, based on the average daily net assets of each Fund during the year:

     FUND NAME                 NET ASSETS                      ANNUAL RATE
---------------------------------------------------------------------------
AIM Balanced Fund         First $150 million                      0.75%
                          Amount over $150 million                0.50%
---------------------------------------------------------------------------
AIM Value Fund*           First $150 million                      0.80%
                          Amount over $150 million               0.625%
---------------------------------------------------------------------------

* See AIM Value Fund voluntary fee waiver discussed below.

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, effective July 1, 2001, 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. See "Other Investments - Other Investment Companies."

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AIM has voluntarily agreed, effective July 1, 2001, to waive advisory fees payable by AIM Value Fund in an amount equal to 0.025% for each $5 billion increment in net assets over $5 billion, up to a maximum waiver of 0.175% on net assets in excess of $35 billion.

The management fees payable by each Fund, the amounts waived by AIM and the net fee paid by each Fund for the last three fiscal years ended December 31, 2001 are found in Appendix E.

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 specifically approved at least annually by the Trust's Board of Trustees, 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 of Trustees. 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 December 31, 2001 are found in Appendix F.

OTHER SERVICE PROVIDERS

TRANSFER AGENT. A I M Fund Services, Inc. ("AFS"), 11 Greenway Plaza, Suite 100, Houston, Texas 77046, a registered transfer agent and wholly-owned subsidiary of AIM, acts as transfer and dividend disbursing agent for the Funds.

The Transfer Agency and Service Agreement between the Trust and AFS provides that AFS will perform certain shareholder services for the Funds. The Transfer Agency and Service Agreement provides that AFS will receive a per account fee plus out-of-pocket expenses to process orders for purchases, redemptions and exchanges of shares; prepare and transmit payments for dividends and distributions declared by the Funds; maintain shareholder accounts and provide shareholders with information regarding the Funds and their accounts. AFS may impose certain copying charges for requests for copies of shareholder account statements and other historical account information older than the current year and the immediately preceding year.

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It is anticipated that most investors will perform their own subaccounting.

CUSTODIANS. State Street Bank and Trust Company (the "Custodian"), 225 Franklin Street, Boston, Massachusetts 02110, is custodian of all securities and cash of the Funds. The Bank of New York, 100 Church Street, New York, New York 10286, also serves as Sub-Custodian to facilitate cash management.

The Custodian is 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; 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.

AUDITORS. The Funds' independent public accountants are responsible for auditing the financial statements of the Funds. The Board of Trustees has selected PricewaterhouseCoopers LLP, 1201 Louisiana, Suite 2900, Houston, Texas 77002, as the independent public accountants to audit the financial statements of the Funds.

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.

BROKERAGE ALLOCATION AND OTHER PRACTICES

BROKERAGE TRANSACTIONS

AIM makes decisions to buy and sell securities for each Fund, selects broker-dealers, 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 most favorable execution of the order, which includes the best price on the security and a low commission rate. While AIM seeks reasonably competitive commission rates, the Funds may not pay the lowest commission or spread available. See "Brokerage 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 at either net prices without commissions, but which include compensation to the broker-dealer in the form of a mark up or mark down, or on an agency basis, which involves the payment of negotiated brokerage 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 for the last three fiscal years ended December 31, 2001 are found in Appendix G.

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COMMISSIONS

During the last three fiscal years ended December 31, 2001, neither 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 another AIM Fund or account (and may invest in Affiliated Money Market Funds) provided the Funds follow procedures adopted by the Boards of Directors/Trustees 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.

BROKERAGE SELECTION

Section 28(e) of the Securities Exchange Act of 1934 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, in recognition of research services provided to it, a Fund may pay a broker higher commissions than those available from another broker.

Research services received from broker-dealers supplement AIM's own research (and the research of its affiliates), and may include the following types of information: statistical and background information on the U.S. and foreign economies, industry groups and individual companies; forecasts and interpretations with respect to the U.S. and foreign economies, securities, markets, specific industry groups and individual companies; information on federal, state, local and foreign political developments; portfolio management strategies; performance information on securities, indexes and investment accounts; information concerning prices of securities; and information supplied by specialized services to AIM and to the Trust's trustees with respect to the performance, investment activities, and fees and expenses of other mutual funds. Broker-dealers may communicate such information electronically, orally, in written form or on computer software. Research services may also include the providing of electronic communication of trade information and the providing of custody services, as well as the providing of equipment used to communicate research information, the providing of specialized consultations with AIM personnel with respect to computerized systems and data furnished to AIM as a component of other research services, the arranging of meetings with management of companies, and the providing of access to consultants who supply research information.

The outside research assistance is useful to AIM since the broker-dealers used by AIM tend to follow a broader universe of securities and other matters than AIM's staff can follow. In addition, the research provides AIM with a diverse perspective on financial markets. Research services provided to AIM by broker-dealers are available for the benefit of all accounts managed or advised by AIM or by its affiliates. Some broker-dealers 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-dealer in the execution of transactions in portfolio securities.

In some cases, the research services are available only from the broker-dealer providing them. In other cases, the research services may be obtainable from alternative sources in return for cash payments. AIM believes that the research services are beneficial in supplementing AIM's research and analysis and that they improve the quality of AIM's investment advice. The advisory fee paid by the Funds is not reduced because AIM receives such services. However, to the extent that AIM would have

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purchased research services had they not been provided by broker-dealers, the expenses to AIM could be considered to have been reduced accordingly.

AIM may determine target levels of commission 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; (2) the research services provided by the broker; and (3) the broker's interest in mutual funds in general and in the Funds and other mutual funds advised by AIM or A I M Capital Management, Inc. (collectively, the "AIM Funds") in particular, including sales of the Funds and of the other AIM Funds. In connection with (3) above, the Funds' trades may be executed directly by dealers that sell shares of the AIM Funds or by other broker-dealers with which such dealers have clearing arrangements, consistent with obtaining best execution. AIM will not use a specific formula in connection with any of these considerations to determine the target levels.

DIRECTED BROKERAGE (RESEARCH SERVICES)

Directed brokerage (research services) paid by each of the Funds during the last fiscal year ended December 31, 2001 are found in Appendix H.

REGULAR BROKERS OR DEALERS

Information concerning the Funds' acquisition of securities of their regular brokers or dealers during the last fiscal year ended December 31, 2001 is found is Appendix H.

ALLOCATION OF PORTFOLIO TRANSACTIONS

AIM and its affiliates manage numerous other investment 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 of these investment accounts. However, the position of each account in the same securities and the length of time that each account may hold its investment in the same securities 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 of these accounts, and is considered at or about the same time, AIM will fairly allocate transactions in such securities among the Fund(s) and these accounts. 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.

Sometimes the procedure for allocating portfolio transactions among the various investment accounts advised by AIM results in transactions which could have an adverse effect on the price or amount of securities available to a Fund. In making such allocations, AIM considers the investment objectives and policies of its advisory clients, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment, the size of investment commitments generally held, and the judgments of the persons responsible for recommending the investment. This procedure would apply to transactions in both equity and fixed income securities.

ALLOCATION OF EQUITY OFFERING TRANSACTIONS

From time to time, certain of the AIM Funds or other accounts managed by AIM may become interested in participating in equity security distributions that are available in an equity "offering", which AIM defines as an IPO, a secondary (follow-on offering), a private placement, a direct placement or a PIPE (private investment in a public equity). Occasions may arise when purchases of such securities by one AIM Fund or account may also be considered for purchase by one or more other AIM Funds or accounts. In such cases, it shall be AIM's practice to specifically combine or otherwise bunch indications of interest for offerings for all AIM Funds and accounts participating in purchase transactions for that offering, and to allocate such transactions in accordance with the following procedures:

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AIM will determine the eligibility of each AIM Fund and account that seeks to participate in a particular offering by reviewing a number of factors, including suitability of the investment with the AIM Fund's or account's investment objective, policies and strategies, the liquidity of the AIM Fund or account if such investment is purchased, and whether the portfolio manager intends to hold the security as a long-term investment. The allocation of limited supply securities issued in offerings will be made to eligible AIM Funds and accounts in a manner designed to be fair and equitable for the eligible AIM Funds and accounts, and so that there is equal allocation of offerings over the longer term. Where multiple funds or accounts are eligible, rotational participation may occur, based on the extent to which an AIM Fund or account has participated in previous offerings as well as the size of the AIM Fund or account. Each eligible AIM Fund and account with an asset level of less than $500 million will be placed in one of three tiers, depending upon each AIM Fund's or account's asset level. The AIM Funds and accounts in the tier containing funds and accounts with the smallest asset levels will participate first, each receiving a 40 basis point allocation (rounded to the nearest share round lot that approximates 40 basis points) (the "Allocation"), based on that AIM Fund's or account's net assets. This process continues until all of the AIM Funds and accounts in the three tiers receive their Allocations, or until the shares are all allocated. Should securities remain after this process, eligible AIM Funds and accounts will receive their Allocations on a straight pro rata basis. In addition, Incubator Funds, as described in AIM's Incubator and New Fund Investment Policy, will each be limited to a 40 basis point allocation only. Such allocations will be allocated to the nearest share round lot that approximates 40 basis points.

When any AIM Funds and/or accounts with substantially identical investment objectives and policies participate in offerings, they will do so in amounts that are substantially proportionate to each other. In these cases, the net assets of the largest participating AIM Fund will be used to determine in which tier, as described in the paragraph above, such group of AIM Funds or accounts will be placed. If no AIM Fund is participating, then the net assets of the largest account will be used to determine tier placement. The price per share of securities purchased in such offering transactions will be the same for each AIM Fund and account.

PURCHASE, REDEMPTION AND PRICING OF SHARES

PURCHASE AND REDEMPTION OF 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 A I M Fund 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 AFS.

Purchase and redemption orders must be received in good order. To be in good order, the financial intermediary must give AFS 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.

A financial intermediary may submit a written request to AFS for correction of transactions involving Fund shares. If AFS 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

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providing written notice to his financial intermediary or to AFS, an investor may change the bank account designated to receive redemption proceeds. AFS may request additional documentation.

AFS may request that an intermediary maintain separate master accounts in the 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 accounts and subaccounts to satisfy the minimum investment requirement.

Only platform sponsors that have entered into a defined contribution plans agreement with AIM Distributions may purchase Institutional Class shares.

REDEMPTIONS BY THE FUNDS

If the Funds determine that you have provided incorrect information in opening an account or in the course of conducting subsequent transactions, the Funds may, at their discretion, redeem the account and distribute the proceeds to you.

Additional information regarding purchases and redemptions is located in the Funds' prospectus, under the headings "Purchasing Shares" and "Redeeming Shares."

OFFERING PRICE

Shares of the Institutional Class of a Fund are sold at net asset value.

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, the Fund will generally use futures and options contract closing prices which are available fifteen (15) minutes after the close of the customary trading session of the NYSE. The net asset values per share of the Retail Classes and the Institutional Classes will differ because different expenses are attributable to each class. 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.

Each 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 security traded in the over-the-counter market (but not including securities reported on the NASDAQ National Market System) is valued at the closing bid price furnished by independent pricing services or market makers. Each security reported on the NASDAQ National Market System is valued at the last sales price on the valuation date or absent a last sales price, at the closing bid price on that day; option contracts are valued at the mean between the closing bid and asked prices on the exchange where the contracts are principally traded; futures contracts are valued at final settlement price quotations from the primary exchange on which they are traded. Debt securities (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted

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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 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 readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Foreign securities are converted into U.S. Dollars using exchange rates as of the close of the NYSE. Generally, trading in foreign securities, 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 each Fund's shares are determined as of the close of the respective markets. 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 which will not be reflected in the computation of a Fund's net asset value. If a development/event has actually caused that closing price to no longer reflect actual value, the closing price, as of the close of the applicable market, may be adjusted to reflect the fair value of the affected securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

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 net asset value per share of a Fund may be significantly affected on days when an investor cannot exchange or redeem shares of the Fund.

REDEMPTION IN KIND

AIM intends to redeem all shares of the Funds in cash. It is possible that future conditions may make it undesirable for a Fund to pay for redeemed shares in cash. In such cases, the Fund may make payment in securities or other property if the Fund has made an election under Rule 18f-1 under the 1940 Act. Rule 18f-1 obligates a Fund 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. Securities delivered in payment of redemptions are valued at the same value assigned to them in computing the applicable Fund's net asset value per share. Shareholders receiving such securities are likely to incur brokerage costs on their subsequent sales of such securities.

BACKUP WITHHOLDING

Accounts submitted without a correct, certified taxpayer identification number or, alternatively, a completed 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, must withhold, as of January 1, 2002, 30% of redemption payments and reportable dividends (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; however, the backup withholding rate decreases in phases to 28% for distributions made in the year 2006 and thereafter.

An investor is subject to backup withholding if:

1. the investor fails to furnish a correct TIN to the Fund, or

2. the IRS notifies the Fund that the investor furnished an incorrect TIN, or

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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), or

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 and long-term gain distributions 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 AFS will not provide Form 1099 to those payees.

Investors should contact the IRS if they have any questions concerning withholding.

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 AIM Value Fund to declare and pay annually net investment income dividends and capital gain distributions. It is the present policy of AIM Balanced Fund to declare and pay quarterly net investment income dividends and declare and pay annually capital gain distributions.

It is each Fund's intention to distribute substantially all of its net investment income and realized net capital gains by the end of each taxable year. In determining the amount of capital gains, if any, available for distribution, capital gains will be offset against available net capital losses, 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 Institutional Class shares of another AIM Fund, subject to the terms and conditions set forth in the Prospectus under the caption "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.

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A dividend or distribution paid by a Fund which does not declare dividends daily has the effect of reducing the net asset value per share on the ex-dividend date by the amount of the dividend or distribution. Therefore, a dividend or distribution declared shortly after a purchase of shares by an investor would represent, in substance, a return of capital to the shareholder with respect to such shares even though it would be subject to income taxes.

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 as a regulated investment company under Subchapter M of the Code. As a regulated investment company, `each Fund is not subject to 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 (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 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 gains to redemptions of Fund shares and will reduce the amount of such income and gains 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 Internal Revenue Service ("IRS") has not published any guidance concerning the methods to be used in allocating investment income and capital gains to redemptions of shares. In the event that the Internal Revenue Service determines that a Fund is using an improper method of allocation and has underdistributed its net investment income and 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, gain 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) and other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies (the "Income 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.

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Government securities and securities of other regulated investment companies), or in two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses.

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 future contracts are the issuers of the securities underlying such financial instruments where the instruments are traded on an exchange.

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 weighing 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.

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) will be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions will be taxable as ordinary dividends to the extent of such Fund's current and accumulated earnings and profits. Such distributions generally will be eligible for the dividends received deduction in the case of corporate 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 foreign currency forward contract or of foreign currency itself, will generally be treated as ordinary income or loss.

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

39

last business day of the taxable year, regardless of whether a taxpayer's obligations (or rights) under 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 its book income. Accordingly, the amount which must be distributed to shareholders and which will be taxed to shareholders as ordinary 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.

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% 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 of any year (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 Internal Revenue Service 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

40

avoid excise tax liability. In addition, under certain circumstances, a Fund may elect to pay a minimal amount of excise tax.

PFIC INVESTMENTS. Funds that are permitted to invest in foreign equity securities 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 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. Each Fund may enter into swap agreements. The rules governing the tax aspects of swap 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. Certain requirements that must be met under the Code in order for the Trust to qualify as a regulated investment company may limit the extent to which a Fund will be able to engage in swap agreements.

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 qualify for the 70% dividends received deduction for corporations only to the extent discussed below.

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 (taxable at a maximum rate of 20% 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 forwards) 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.

Legislation enacted in 1997 lowers the maximum capital gain tax rate from 20% to 18% with respect to capital assets which are held for five years and for which the holding period begins after December 31, 2000. In connection with this new legislation, a Fund may make an election to treat any readily tradable stock it holds on January 1, 2001 as having been sold and reacquired on January 2, 2001 at its closing market price on that date and to treat any other security in its portfolio as having been sold and reacquired on January 1 for an amount equal to its fair market value on that date. If a Fund makes any such election (when it files its tax return), it will recognize gain, but not loss, on the deemed sale, which may cause a Fund to increase the amount of distributions that the Fund will make in comparison to a fund that did not make such an election. The Funds have not yet determined whether they will make this election with respect to any stock or securities in their respective portfolios.

Ordinary income dividends paid by the Fund with respect to a taxable year will qualify for the 70% dividends received deduction generally available to corporations (other than corporations, such as "S" corporations, which are not eligible for the deduction because of their special characteristics and other

41

than for purposes of special taxes such as the accumulated earnings tax and the personal holding company tax) to the extent of the amount of qualifying dividends received by the Fund from domestic corporations for the taxable year. However, the alternative minimum tax applicable to corporations may reduce the value of the dividends received deduction.

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. The corporate dividends received deduction is not itself an item of tax preference that must be added back to taxable income or is otherwise disallowed in determining a corporation's AMTI. However, corporate shareholders will generally be required to take the full amount of any dividend received from the Fund into account (without a dividend received deduction) in determining their adjusted current earnings, which are used in computing an additional corporate preference item (i.e., 75% of the excess of a corporate taxpayer's adjusted current earnings over its AMTI (determined without regard to this item and the AMTI net operating loss deduction)) that is includable in AMTI. However, certain small corporations are wholly exempt from the AMT.

Distributions by a Fund that do not constitute 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, as discussed below.

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 reinvestment 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 if the shareholder purchases other shares of the Fund within thirty
(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 of 20%. 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.

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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.

BACKUP WITHHOLDING. The Funds may be required to withhold as of January 1, 2002, 30% of distributions and/or redemption payments; however, this rate is reduced in phases to 28% for distributions made in the year 2006 and thereafter. 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 gains 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 gains.

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 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 30% on distributions made on or after January 1, 2002 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; however, this rate is further reduced in phases to 28% for distributions made in the year 2006 and thereafter.

Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from the Fund's election to treat any foreign income tax paid by it as paid by its shareholders, 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.

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.

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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. 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"). 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 taxes paid by the Fund that are attributable 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. 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 the date of this Statement of Additional Information. 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 for ordinary income dividends and capital gain dividends from regulated investment companies often 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

DISTRIBUTOR

The Trust has entered into a master distribution agreement, as amended, relating to the Funds (the "Distribution Agreement") 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

44

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 Agreement provides AIM Distributors with the exclusive right to distribute shares of the Funds on a continuous basis directly and through institutions 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.

The Trust (on behalf of the Institutional Classes) or AIM Distributors may terminate the Distribution Agreement on sixty (60) days' written notice without penalty. The Distribution Agreement will terminate automatically in the event of its assignment.

AIM Distributors may, from time to time, at its expense pay a bonus or other consideration or incentive to dealers or banks. The total amount of such additional bonus payments or other consideration shall not exceed 0.10% of the public offering price of the shares sold or of average daily net assets of the Funds attributable to that particular dealer. At the option of the dealer, such incentives may take the form of payment for travel expenses, including lodging, incurred in connection with trips taken by qualifying registered representatives and their families to places within or outside the United States. Any such bonus or incentive programs will not change the price paid by investors for the purchase of the applicable Fund's shares or the amount that any particular Fund will receive as proceeds from such sales. Dealers may not use sales of the Funds' shares to qualify for any incentives to the extent that such incentives may be prohibited by the laws of any state.

CALCULATION OF PERFORMANCE DATA

Although performance data may be useful to prospective investors when comparing a Fund's performance with other funds and other potential investments, investors should note that the methods of computing performance of other potential investments are not necessarily comparable to the methods employed by a Fund.

Average Annual Total Return Quotation

The standard formula for calculating average annual total return is as follows:

n P(1+T) =ERV

Where           P       =    a hypothetical initial payment of $1,000.
                T       =    average annual total return (assuming the
                             applicable maximum sales load is deducted at the
                             beginning of the 1, 5, or 10 year periods).
                n       =    number of years.
                ERV     =    ending redeemable value of a hypothetical $1,000
                             payment at the end of the 1, 5, or 10 year periods
                             (or fractional portion of such period).

The average annual total returns for each Fund, with respect to its Class A shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are found in Appendix I.

Total returns quoted in advertising reflect all aspects of a Fund's return, including the effect of reinvesting dividends and capital gain distributions, and any change in the Fund's net asset value per share over the period. Cumulative total return reflects the performance of a Fund over a stated period of time. Average annual total returns are calculated by determining the growth or decline in value of a hypothetical investment in a Fund over a stated period of time, and then calculating the annually compounded percentage rate that would have produced the same result if the rate of growth or decline in value had been constant over the period.

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Each Fund's total return is calculated in accordance with a standardized formula for computation of annualized total return. Standardized total return for Class A shares reflects the deduction of a Fund's maximum front-end sales charge at the time of purchase. Standardized total return for Institutional Class shares does not reflect a deduction of any sales charge, since that class is sold and redeemed at net asset value.

A Fund's total return shows its overall change in value, including changes in share price and assuming all the Fund's dividends and capital gain distributions are reinvested. A cumulative total return reflects the Fund's performance over a stated period of time. An average annual total return reflects the hypothetical compounded annual rate of return that would have produced the same cumulative total return if the Fund's performance had been constant over the entire period. Because average annual returns tend to even out variations in the Fund's return, investors should recognize that such returns are not the same as actual year-by-year results. To illustrate the components of overall performance, a Fund may separate its cumulative and average annual returns into income results and capital gains or losses.

Alternative Total Return Quotations

Standard total return quotes may be accompanied by total return figures calculated by alternative methods. For example, average annual total return may be calculated without assuming payment of the full sales load according to the following formula:

n P(1+U) =ERV

Where           P      =   a hypothetical initial payment of $1,000.
                U      =   average annual total return assuming payment of only
                           a stated portion of, or none of, the applicable
                           maximum sales load at the beginning of the stated
                           period.
                n      =   number of years.
                ERV    =   ending redeemable value of a hypothetical $1,000
                           payment at the end of the stated period.

Cumulative total return across a stated period may be calculated as follows:

P(1+V)=ERV

Where           P      =   a hypothetical initial payment of $1,000.
                V      =   cumulative total return assuming payment of all of, a
                           stated portion of, or none of, the applicable maximum
                           sales load at the beginning of the stated period.
                ERV    =   ending redeemable value of a hypothetical $1,000
                           payment at the end of the stated period.

The cumulative total return for each Fund, with respect to its Class A shares for the one, five, and ten year periods (or since inception if less than ten years) ended December 31, 2001 is found in Appendix I.

Average Annual Total Return (After Taxes on Distributions) Quotation

A Fund's average annual total return (after taxes on distributions) shows its overall change in value, including changes in share price and assuming all the Fund's dividends and capital gain distributions are reinvested. It reflects the deduction of federal income taxes on distributions, but not on redemption proceeds. Average annual total returns (after taxes on distributions) are calculated by determining the after-tax growth or decline in value of a hypothetical investment in a Fund over a stated period of time, and then calculating the annually compounded percentage rate that would have produced the same result if the rate of growth or decline in value had been constant over the period. Because average annual total returns (after taxes on distributions) tend to even out variations in the Fund's return, investors should recognize that such returns are not the same as actual year-by-year results. To illustrate

46

the components of overall performance, a Fund may separate its average annual total returns (after taxes on distributions) into income results and capital gains or losses.

The standard formula for calculating average annual total return (after taxes on distributions) is:

                                       n
                                 P(1+T)  = ATV
                                              D

Where           P        =   a hypothetical initial payment of $1,000;
                T        =   average annual total return (after taxes on
                             distributions);
                n        =   number of years; and
                ATV      =   ending value of a hypothetical $1,000 payment made
                   D         at the beginning of the one, five, or ten year
                             periods (or since inception, if applicable) at the
                             end of the one, five, or ten year periods (or since
                             inception, if applicable), after taxes on fund
                             distributions but not after taxes on redemption.

Standardized average annual total return (after taxes on distributions) for (1) Institutional Class shares does not reflect a deduction of any sales charges since that class is sold and redeemed at net asset value and (2) Class A shares reflects the deduction of a Fund's maximum front-end sales charge at the time of purchase.

The after-tax returns assume all distributions by a Fund, less the taxes due on such distributions, are reinvested at the price calculated as stated in the prospectus on the reinvestment dates during the period. Taxes on a Fund's distributions are calculated by applying to each component of the distribution (e.g., ordinary income and long-term capital gain) the highest corresponding individual marginal federal income tax rates in effect on the reinvestment date. The taxable amount and tax character of each distribution is as specified by the Fund on the dividend declaration date, but reflects any subsequent recharacterizations of distributions. The effect of applicable tax credits, such as the foreign tax credit, are also taken into account. The calculations only reflect federal taxes, and thus do not reflect state and local taxes or the impact of the federal alternative minimum tax.

The average annual total returns (after taxes on distributions) for each Fund, with respect to its Class A shares for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are found in Appendix I.

Average Annual Total Return (After Taxes on Distributions and Sale of Fund Shares) Quotation

A Fund's average annual total return (after taxes on distributions and sale of Fund shares) shows its overall change in value, including changes in share price and assuming all the Fund's dividends and capital gain distributions are reinvested. It reflects the deduction of federal income taxes on both distributions and proceeds. Average annual total returns (after taxes on distributions and redemption) are calculated by determining the after-tax growth or decline in value of a hypothetical investment in a Fund over a stated period of time, and then calculating the annually compounded percentage rate that would have produced the same result if the rate of growth or decline in value had been constant over the period. Because average annual total returns (after taxes on distributions and redemption) tend to even out variations in the Fund's return, investors should recognize that such returns are not the same as actual year-by-year results. To illustrate the components of overall performance, a Fund may separate its average annual total returns (after taxes on distributions and redemption) into income results and capital gains or losses.

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The standard formula for calculating average annual total return (after taxes on distributions and redemption) is:

                                       n
                                 P(1+T)  = ATV
                                              DR

Where           P       =   a hypothetical initial payment of $1,000;
                T       =   average annual total return (after taxes on
                            distributions and redemption);
                n       =   number of years; and
                ATV     =   ending value of a hypothetical $1,000 payment made
                   DR       at the beginning of the one, five, or ten year
                            periods (or since inception, if applicable) at the
                            end of the one, five, or ten year periods (or since
                            inception, if applicable), after taxes on fund
                            distributions and redemption.

Standardized average annual total return (after taxes on distributions and redemption) for (1) Institutional Class shares does not reflect a deduction of any sales charges since that class is sold and redeemed at net asset value and (2) Class A shares reflects the deduction of a Fund's maximum front-end sales charge at the time of purchase.

The after-tax returns assume all distributions by a Fund, less the taxes due on such distributions, are reinvested at the price calculated as stated in the prospectus on the reinvestment dates during the period. Taxes due on a Fund's distributions are calculated by applying to each component of the distribution (e.g., ordinary income and long-term capital gain) the highest corresponding individual marginal federal income tax rates in effect on the reinvestment date. The taxable amount and tax character of each distribution is as specified by the Fund on the dividend declaration date, but reflects any subsequent recharacterizations of distributions. The effect of applicable tax credits, such as the foreign tax credit, are also taken into account. The calculations only reflect federal taxes, and thus do not reflect state and local taxes or the impact of the federal alternative minimum tax.

The ending values for each period assume a complete liquidation of all shares. The ending values for each period are determined by subtracting capital gains taxes resulting from the sale of Fund shares and adding the tax benefit from capital losses resulting from the sale of Fund shares. The capital gain or loss upon sale of Fund shares is calculated by subtracting the tax basis from the proceeds. Capital gains taxes (or the benefit resulting from tax losses) are calculated using the highest federal individual capital gains tax rate for gains of the appropriate character (e.g., ordinary income or long-term) in effect on the date of the sale of Fund shares and in accordance with federal tax law applicable on that date. The calculations assume that a shareholder may deduct all capital losses in full.

The basis of shares acquired through the $1,000 initial investment are tracked separately from subsequent purchases through reinvested distributions. The basis for a reinvested distribution is the distribution net of taxes paid on the distribution. Tax basis is adjusted for any distributions representing returns of capital and for any other tax basis adjustments that would apply to an individual taxpayer.

The amount and character (i.e., short-term or long-term) of capital gain or loss upon sale of Fund shares is determined separately for shares acquired through the $1,000 initial investment and each subsequent purchase through reinvested distributions. The tax character is determined by the length of the measurement period in the case of the initial $1,000 investment and the length of the period between reinvestment and the end of the measurement period in the case of reinvested distributions.

The average annual total returns (after taxes on distributions and redemption) for each Fund, with respect to its Class A shares for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are found in Appendix I.

Yield Quotation

Yield is a function of the type and quality of a Fund's investments, the maturity of the securities held in a Fund's portfolio and the operating expense ratio of the Fund. Yield is computed in accordance

48

with standardized formulas described below and can be expected to fluctuate from time to time and is not necessarily indicative of future results. Accordingly, yield information may not provide a basis for comparison with investments which pay a fixed rate of interest for a stated period of time.

Income calculated for purposes of calculating a Fund's yield differs from income as determined for other accounting purposes. Because of the different accounting methods used, and because of the compounding assumed in yield calculations, the yield quoted for a Fund may differ from the rate of distributions from the Fund paid over the same period or the rate of income reported in the Fund's financial statements.

The standard formula for calculating yield for each Fund is as follows:

6
YIELD = 2[((a-b)/(c x d)+1) -1]

Where          a   =    dividends and interest earned during a stated 30-day
                        period. For purposes of this calculation, dividends are
                        accrued rather than recorded on the ex-dividend date.
                        Interest earned under this formula must generally be
                        calculated based on the yield to maturity of each
                        obligation (or, if more appropriate, based on yield to
                        call date).
               b   =    expenses accrued during period (net of reimbursements).
               c   =    the average daily number of shares outstanding during
                        the period.
               d   =    the maximum offering price per share on the last day of
                        the period.

The yield for the AIM Balanced Fund is also found in Appendix I.

Performance Information

All advertisements for the Funds' Class A, B and C shares will disclose the maximum sales charge (including deferred sales charges) imposed on purchases of a Fund's shares. If any advertised performance data for such classes does not reflect the maximum sales charge (if any), such advertisement will disclose that the sales charge has not been deducted in computing the performance data, and that, if reflected, the maximum sales charge would reduce the performance quoted. Further information regarding each Fund's performance is contained in that Fund's annual report to shareholders, which is available upon request and without charge.

From time to time, AIM or its affiliates may waive all or a portion of their fees and/or assume certain expenses of any Fund. Fee waivers or reductions or commitments to reduce expenses will have the effect of increasing that Fund's yield and total return.

The performance of each Fund will vary from time to time and past results are not necessarily indicative of future results.

Total return and yield figures for the Funds are neither fixed nor guaranteed. The Funds may provide performance information in reports, sales literature and advertisements. The Funds may also, from time to time, quote information about the Funds published or aired by publications or other media entities which contain articles or segments relating to investment results or other data about one or more of the Funds. The following is a list of such publications or media entities:

Advertising Age             Forbes                      Nation's Business
Barron's                    Fortune                     New York Times
Best's Review               Hartford Courant            Pension World
Broker World                Inc.                        Pensions & Investments
Business Week               Institutional Investor      Personal Investor
Changing Times              Insurance Forum             Philadelphia Inquirer
Christian Science Monitor   Insurance Week              USA Today
Consumer Reports            Investor's Business Daily   U.S. News & World Report
Economist                   Journal of the American     Wall Street Journal

49

FACS of the Week            Society of CLU & ChFC       Washington Post
Financial Planning          Kiplinger Letter            CNN
Financial Product News      Money                       CNBC
Financial Services Week     Mutual Fund Forecaster      PBS
Financial World

Each Fund may also compare its performance to performance data of similar mutual funds as published by the following services:

Bank Rate Monitor                               Stanger
Donoghue's                                      Weisenberger
Mutual Fund Values (Morningstar)                Lipper, Inc.

Each Fund's performance may also be compared in advertising to the performance of comparative benchmarks such as the following:

Lipper Balanced Fund Index                      Russell 3000--Registered Trademark-- Index
Lipper Large Cap Core Fund Index                Lehman Aggregate Bond Index
Russell 1000--Registered Trademark-- Index      Standard & Poor's 500 Stock Index

Each Fund may also compare its performance to rates on Certificates of Deposit and other fixed rate investments such as the following:

10 year Treasury Notes
90 day Treasury Bills

Advertising for the Funds may from time to time include discussions of general economic conditions and interest rates. Advertising for such Funds may also include references to the use of those Funds as part of an individual's overall retirement investment program. From time to time, sales literature and/or advertisements for any of the Funds may disclose: (i) the largest holdings in the Fund's portfolio; (ii) certain selling group members; (iii) certain institutional shareholders; (iv) measurements of risk, including standard deviation, Beta and Sharpe ratios; and/or (v) capitalization and sector analyses of holdings in the Funds' portfolios.

From time to time, the Funds' sales literature and/or advertisements may discuss generic topics pertaining to the mutual fund industry. This includes, but is not limited to, literature addressing general information about mutual funds, discussions regarding investment styles, such as the growth, value or GARP (growth at a reasonable price) styles of investing), variable annuities, dollar-cost averaging, stocks, bonds, money markets, certificates of deposit, retirement, retirement plans, asset allocation, tax-free investing, college planning and inflation.

50

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 BOND RATINGS

Moody's describes its ratings for corporate bonds as follows:

Aaa: Bonds 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-edge." 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 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 appear somewhat larger than the Aaa securities.

A: Bonds 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 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 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 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 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 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 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 in its corporate bond rating system. The modifier 1 indicates that the security ranks in

A-1

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 rating category.

MOODY'S MUNICIPAL BOND RATINGS

Aaa: Bonds 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 edge." 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 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. They 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 risks appear somewhat larger than in Aaa securities.

A: Bonds 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 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 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 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 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 rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C: Bonds 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: Bonds in the Aa group which Moody's believes possess the strongest investment attributes are designated by the symbol Aa1.

Note: Also, Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa to B. The modifier 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.

A-2

MOODY'S DUAL RATINGS

In the case of securities with a demand feature, two ratings are assigned: one representing an evaluation of the degree of risk associated with scheduled principal and interest payments, and the other representing an evaluation of the degree of risk associated with the demand feature.

MOODY'S SHORT-TERM LOAN RATINGS

Moody's ratings for state and municipal short-term obligations will be designated Moody's Investment Grade or (MIG). Such ratings recognize the differences between short-term credit risk and long-term risk. Factors affecting the liquidity of the borrower and short-term cyclical elements are critical in short-term ratings, while other factors of major importance in bond risk, long-term secular trends for example, may be less important over the short run.

A short-term rating may also be assigned on an issue having a demand feature variable rate demand obligation (VRDO). Such ratings will be designated as VMIG or, if the demand feature is not rated, as NR. Short-term ratings on issues with demand features are differentiated by the use of the VMIG symbol to reflect such characteristics as payment upon periodic demand rather than fixed maturity dates and payment relying on external liquidity. Additionally, investors should be alert to the fact that the source of payment may be limited to the external liquidity with no or limited legal recourse to the issuer in the event the demand is not met.

A VMIG rating may also be assigned to commercial paper programs. Such programs are characterized as having variable short-term maturities but having neither a variable rate nor demand feature.

Moody's short-term ratings are designated Moody's Investment Grade as MIG 1 or VMIG 1 through MIG 4 or VMIG 4.

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 best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2: This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group.

MIG 3/VMIG 3: This designation denotes favorable quality. All security elements are accounted for but there is lacking the undeniable strength of the preceding grades. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.

MIG 4/VMIG 4: This designation denotes adequate quality. Protection commonly regarded as required of an investment security is present and although not distinctly or predominantly speculative, there is specific risk.

MOODY'S COMMERCIAL PAPER RATINGS

Moody's commercial paper ratings are opinions of the ability of issuers to repay punctually promissory obligations not having an original maturity in excess of nine months.

PRIME-1: Issuers rated Prime-1 (or related supporting institutions) have a superior capacity for repayment of short-term promissory obligations. Prime-1 repayment capacity will normally be evidenced by the following characteristics:
leading market positions in well-established industries; high rates of return on Funds employed; conservative capitalization structures with moderate reliance on debt and

A-3

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 rated Prime-2 (or related supporting institutions) have a strong capacity for repayment of short-term promissory 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, will 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 rated Prime-3 (or related supported institutions) have an acceptable capacity for repayment of short-term promissory obligations. The effects of industry characteristics and market composition may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and the requirement for 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: A Moody's commercial paper rating may also be assigned as an evaluation of the demand feature of a short-term or long-term security with a put option.

S&P BOND RATINGS

S&P describes its ratings for corporate 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 pay interest and repay principal 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 is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories.

BB-B-CCC-CC-C: Debt rated BB, B, CCC, CC and C is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the lowest degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or large exposure to adverse conditions.

S&P MUNICIPAL BOND RATINGS

An S&P municipal bond rating is a current assessment of the creditworthiness of an obligor with respect to a specific obligation. This assessment may take into consideration obligors such as guarantors, insurers, or lessees.

The ratings are based, in varying degrees, on the following considerations: likelihood of default - capacity and willingness of the obligor as to the timely payment of interest and repayment of principal in accordance with the terms of the obligation; nature of and provisions of the obligation; and protection

A-4

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.

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.

Note: Ratings within the AA and A major rating categories may be modified by the addition of a plus (+) sign or minus (-) sign to show relative standing.

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+).

S&P MUNICIPAL NOTE RATINGS

An S&P note rating reflects the liquidity factors and market-access risks unique to notes. Notes maturing 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 the issue will be treated as a note); and source of payment (the more the issue depends on the market for its refinancing, the more likely it is to be treated as a note).

Note rating symbols and definitions are as follows:

SP-1: Strong capacity to pay principal and interest. Issues determined to possess very strong characteristics are 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.

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.

Rating categories are as follows:

A-5

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 with this rating 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 with this rating 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 it is believed that such payments will be made during such grace period.

FITCH INVESTMENT GRADE BOND RATINGS

Fitch investment grade bond ratings provide a guide to investors in determining the credit risk associated with a particular security. The ratings represent Fitch's assessment of the issuer's ability to meet the obligations of a specific debt issue in a timely manner.

The rating takes into consideration special features of the issue, its relationship to other obligations of the issuer, the current and prospective financial condition and operating performance of the issuer and any guarantor, as well as the economic and political environment that might affect the issuer's future financial strength and credit quality.

Fitch ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated.

Bonds 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 ratings 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 made in respect of any security.

Fitch ratings are based on information obtained from issuers, other obligors, underwriters, their experts, and other sources Fitch believes to be reliable. Fitch does not audit or verify the truth or accuracy of such information. Ratings may be changed, suspended, or withdrawn as a result of changes in, or the unavailability of, information or for other reasons.

AAA: Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events.

AA: Bonds considered to be investment grade and of very high credit quality. The obligor's ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated "AAA." Because bonds rated in the "AAA" and "AA" categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated "F-1+."

A-6

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 satisfactory credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds and, therefore, impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings.

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.

CONDITIONAL: A conditional rating is premised on the successful completion of a project or the occurrence of a specific event.

SUSPENDED: A rating is suspended when Fitch deems the amount of information available from the issuer to be inadequate for rating purposes.

WITHDRAWN: A rating will be withdrawn when an issue matures or is called or refinanced, and, at Fitch's discretion, when an issuer fails to furnish proper and timely information.

FITCHALERT: Ratings are placed on FitchAlert to notify investors of an occurrence that is likely to result in a rating change and the likely direction of such change. These are designated as "Positive," indicating a potential upgrade, "Negative," for potential downgrade, or "Evolving," where ratings may be raised or lowered. FitchAlert is relatively short-term, and should be resolved within 12 months.

RATINGS OUTLOOK

An outlook is used to describe the most likely direction of any rating change over the intermediate term. It is described as "Positive" or "Negative." The absence of a designation indicates a stable outlook.

FITCH SPECULATIVE GRADE BOND RATINGS

Fitch speculative grade bond ratings provide a guide to investors in determining the credit risk associated with a particular security. The ratings ("BB" to "C") represent Fitch's assessment of the likelihood of timely payment of principal and interest in accordance with the terms of obligation for bond issues not in default. For defaulted bonds, the rating ("DDD" to "D") is an assessment of the ultimate recovery value through reorganization of liquidation.

The rating takes into consideration special features of the issue, its relationship to other obligations of the issuer or possible recovery value in bankruptcy, the current and prospective financial condition and operating performance of the issuer and any guarantor, as well as the economic and political environment that might affect the issuer's future financial strength.

Bonds that have the same rating are of similar but not necessarily identical credit quality since rating categories cannot fully reflect the differences in degrees of credit risk.

BB: Bonds are considered speculative. The obligor's ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified, which could assist the obligor in satisfying its debt service requirements.

A-7

B: Bonds are considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor's limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue.

CCC: Bonds have certain identifiable characteristics that, if not remedied, may lead to default. The ability to meet obligations requires an advantageous business and economic environment.

CC: Bonds are minimally protected. Default in payment of interest and/or principal seems probable over time.

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 should be valued on the basis of their ultimate 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 the "DDD," "DD," or "D" categories.

FITCH SHORT-TERM RATINGS

Fitch's short-term ratings apply to debt obligations that are payable on demand or have original maturities of generally up to three years, including commercial paper, certificates of deposit, medium-term notes, and municipal and investment notes.

The short-term rating places greater emphasis than a long-term rating on the existence of liquidity necessary to meet the issuer's obligations in a timely manner.

Fitch short-term ratings are as follows:

F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest Fdegree 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 for issues assigned "F-1+" and "F-1" 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 cause these securities to be rated below investment grade.

F-S: Weak Credit Quality. Issues assigned this rating have characteristics suggesting a minimal degree of assurance for timely payment and are vulnerable to near-term adverse changes in financial and economic conditions.

D: Default. Issues assigned this rating are in actual or imminent payment default.

LOC: The symbol LOC indicates that the rating is based on a letter of credit issued by a commercial bank.

A-8

APPENDIX B

TRUSTEES AND OFFICERS

As of December 31, 2001


The address of each trustee and officer is 11 Greenway Plaza, Suite 100, Houston, Texas 77046. Each trustee oversees 86 portfolios in the AIM Funds complex. Column two below includes length of time served with any predecessor entities.

                                   TRUSTEE
                                   AND/OR                                                            OTHER
    NAME, YEAR OF BIRTH AND        OFFICER                                                      DIRECTORSHIP(S)
POSITION(s) HELD WITH THE TRUST     SINCE       PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS     HELD BY TRUSTEE
---------------------------------------------------------------------------------------------------------------------
INTERESTED PERSON
---------------------------------------------------------------------------------------------------------------------
Robert H. Graham* --  1946          1992     Chairman, President and Chief Executive Officer,   None
Trustee, Chairman and President              A I M Management Group Inc. (financial services
                                             holding company); Chairman and President, A I M
                                             Advisors, Inc. (registered investment advisor);
                                             Director and Senior Vice President, A I M
                                             Capital Management, Inc. (registered investment
                                             advisor); Chairman, A I M Distributors, Inc.
                                             (registered broker dealer), A I M Fund Services,
                                             Inc., (registered transfer agent), and Fund
                                             Management Company (registered broker dealer);
                                             and Director and Vice Chairman, AMVESCAP PLC
                                             (parent of AIM and a global investment
                                             management firm)
---------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
---------------------------------------------------------------------------------------------------------------------
Frank S. Bayley -- 1939             2001     Of Counsel, law firm of Baker & McKenzie           Badgley Funds, Inc.
Trustee                                                                                         (registered
                                                                                                investment company)
---------------------------------------------------------------------------------------------------------------------
Bruce L. Crockett -- 1944           1987     Chairman, Crockett Technology Associates           ACE Limited
Trustee                                      (technology consulting company)                    (insurance
                                                                                                company); and
                                                                                                Captaris, Inc.
                                                                                                (unified messaging
                                                                                                provider)
---------------------------------------------------------------------------------------------------------------------
Albert R. Dowden --  1941           2000     Chairman, Cortland Trust, Inc. (registered         None
Trustee                                      investment company) and DHJ Media, Inc.;
                                             Director, Magellan Insurance Company; Member of
                                             Advisory Board of Rotary Power International
                                             (designer, manufacturer, and seller of rotary
                                             power engines); formerly, Director, President
                                             and CEO, Volvo Group North America, Inc. and
                                             director of various affiliated Volvo companies
---------------------------------------------------------------------------------------------------------------------


* Mr. Graham 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.

B-1

                                   TRUSTEE
                                   AND/OR                                                            OTHER
    NAME, YEAR OF BIRTH AND        OFFICER                                                      DIRECTORSHIP(S)
POSITION(s) HELD WITH THE TRUST     SINCE       PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS     HELD BY TRUSTEE
---------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
---------------------------------------------------------------------------------------------------------------------
Edward K. Dunn, Jr. -- 1935         1998     Formerly, Chairman, Mercantile Mortgage Corp.;     None
Trustee                                      Vice Chairman, President and  Chief Operating
                                             Officer, Mercantile-Safe Deposit & Trust Co.;
                                             and President, Mercantile Bankshares Corp.
---------------------------------------------------------------------------------------------------------------------
Jack M. Fields -- 1952              1997     Chief Executive Officer, Twenty First Century      Administaff
Trustee                                      Group, Inc. (government affairs company)
---------------------------------------------------------------------------------------------------------------------
Carl Frischling** -- 1937           1993     Partner, law firm of Kramer Levin Naftalis and     Cortland Trust,
Trustee                                      Frankel LLP                                        Inc. (registered
                                                                                                investment company)
---------------------------------------------------------------------------------------------------------------------
Prema Mathai-Davis -- 1950          1998     Formerly, Chief Executive Officer, YWCA of the     None
Trustee                                      USA
---------------------------------------------------------------------------------------------------------------------
Lewis F. Pennock -- 1942            1992     Partner, law firm of Pennock & Cooper              None
Trustee
---------------------------------------------------------------------------------------------------------------------
Ruth H. Quigley -- 1935             2001     Retired                                            None
Trustee
---------------------------------------------------------------------------------------------------------------------
Louis S. Sklar -- 1939              1993     Executive Vice President, Development and          None
Trustee                                      Operations, Hines Interests Limited Partnership
                                             (real estate development company)
---------------------------------------------------------------------------------------------------------------------
OTHER OFFICERS
---------------------------------------------------------------------------------------------------------------------
Gary T. Crum -- 1947                1992     Director and President of A I M Capital            N/A
Senior Vice President                        Management, Inc.; Director and Executive Vice
                                             President, A I M Management Group Inc.; Director
                                             and Senior Vice President, A I M Advisors, Inc.;
                                             and Director, A I M Distributors, Inc. and
                                             AMVESCAP PLC
---------------------------------------------------------------------------------------------------------------------

B-2

                                   TRUSTEE
                                   AND/OR                                                            OTHER
    NAME, YEAR OF BIRTH AND        OFFICER                                                      DIRECTORSHIP(S)
POSITION(s) HELD WITH THE TRUST     SINCE       PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS     HELD BY TRUSTEE
---------------------------------------------------------------------------------------------------------------------
OTHER OFFICERS
---------------------------------------------------------------------------------------------------------------------
Carol F. Relihan -- 1954            1992     Director, Senior Vice President, General Counsel   N/A
Senior Vice President and                    and Secretary, A I M Advisors, Inc. and A I M
Secretary                                    Management Group Inc.; Director, Vice President
                                             and General Counsel, Fund Management Company;
                                             and Vice President, A I M Fund Services, Inc.,
                                             A I M Capital Management, Inc. and A I M
                                             Distributors, Inc.
---------------------------------------------------------------------------------------------------------------------
Robert G. Alley -- 1948             1992     Senior Vice President, A I M Capital Management,   N/A
Vice President                               Inc.; and Vice President, A I M Advisors, Inc.

---------------------------------------------------------------------------------------------------------------------
Stuart W. Coco -- 1955              1992     Senior Vice President, A I M Capital Management,   N/A
Vice President                               Inc.; and Vice President, A I M Advisors, Inc.
---------------------------------------------------------------------------------------------------------------------
Melville B. Cox -- 1943             1992     Vice President and Chief Compliance Officer,       N/A
Vice President                               A I M Advisors, Inc. and A I M Capital
                                             Management, Inc.; and Vice President, A I M Fund
                                             Services, Inc.
---------------------------------------------------------------------------------------------------------------------
                                    1992     Senior Vice President, A I M Capital Management,   N/A
Karen Dunn Kelley -- 1960                    Inc.; Director and President, Fund Management
Vice President                               Company; and Vice President, A I M Advisors, Inc.
---------------------------------------------------------------------------------------------------------------------
Edgar M. Larsen -- 1940             1999     Vice President, A I M Advisors, Inc. and A I M     N/A
Vice President                               Capital Management, Inc.
---------------------------------------------------------------------------------------------------------------------
Dana R. Sutton -- 1959              1992     Vice President and Fund Treasurer, A I M           N/A
Vice President and Treasurer                 Advisors, Inc.
---------------------------------------------------------------------------------------------------------------------

B-3

TRUSTEE

OWNERSHIP OF PORTFOLIO SHARES AS OF DECEMBER 31, 2001

--------------------------------------------------------------------------------------------------------------------
                                                                                 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 PORTFOLIO                                  FUNDS(R)
--------------------------------------------------------------------------------------------------------------------
Robert H. Graham            Balanced                          Over $100,000               Over $100,000

                            Basic Balanced                    Over $100,000

                            Value                             Over $100,000
--------------------------------------------------------------------------------------------------------------------
Frank S. Bayley                                   - 0 -                                 $10,001 - $50,000
--------------------------------------------------------------------------------------------------------------------
Bruce L. Crockett           Select Equity                      $1 - $10,000                $1 - $10,000

                            Value                              $1 - $10,000
--------------------------------------------------------------------------------------------------------------------
Owen Daly II(1)             Balanced                          Over $100,000               Over $100,000(2)

                            European Small Company        $10,001 - $50,000

                            New Technology                $10,001 - $50,000

                            Select Equity                 $10,001 - $50,000

                            Small Cap Equity             $50,001 - $100,000
--------------------------------------------------------------------------------------------------------------------
Albert R. Dowden            Small Cap Equity              $10,001 - $50,000               Over $100,000
--------------------------------------------------------------------------------------------------------------------
Edward K. Dunn, Jr.                               - 0 -                                   Over $100,000(2)
--------------------------------------------------------------------------------------------------------------------
Jack M. Fields              Value                        $50,001 - $100,000               Over $100,000(2)
--------------------------------------------------------------------------------------------------------------------
Carl Frischling             Balanced                     $50,001 - $100,000               Over $100,000(2)

                            Value                             Over $100,000
--------------------------------------------------------------------------------------------------------------------
Prema Mathai-Davis                                - 0 -                                   Over $100,000(2)
--------------------------------------------------------------------------------------------------------------------
Lewis F. Pennock            Balanced                      $10,001 - $50,000             $10,001 - $50,000
--------------------------------------------------------------------------------------------------------------------
Ruth H. Quigley                                    -0-                                     $1 -$10,000
--------------------------------------------------------------------------------------------------------------------
Louis S. Sklar                                    - 0 -                                   Over $100,000(2)
--------------------------------------------------------------------------------------------------------------------


(1) Mr. Daly retired as a trustee on December 31, 2001.

(2) 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.

B-4

APPENDIX C

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, 2001:

                                                         RETIREMENT
                                      AGGREGATE           BENEFITS                                     TOTAL
                                     COMPENSATION          ACCRUED           ESTIMATED ANNUAL       COMPENSATION
                                       FROM THE            BY ALL             BENEFITS UPON         FROM ALL AIM
     TRUSTEE                           TRUST(1)          AIM FUNDS(2)         RETIREMENT(3)         FUNDS(4)(5)
----------------------------------------------------------------------------------------------------------------
Frank S. Bayley(6)                   $   4,839                  -0-              $75,000            $  112,000
----------------------------------------------------------------------------------------------------------------
Bruce L. Crockett                       20,374            $  36,312               75,000               126,500
----------------------------------------------------------------------------------------------------------------
Owen Daly II(7)                         20,374               33,318               75,000               126,500
----------------------------------------------------------------------------------------------------------------
Albert R. Dowden                        20,374                3,193               75,000               126,500
----------------------------------------------------------------------------------------------------------------
Edward K. Dunn, Jr.                     20,374                8,174               75,000               126,500
----------------------------------------------------------------------------------------------------------------
Jack M. Fields                          20,300               19,015               75,000               126,000
----------------------------------------------------------------------------------------------------------------
Carl Frischling(8)                      20,300               54,394               75,000               126,000
----------------------------------------------------------------------------------------------------------------
Prema Mathai-Davis                      20,374               21,056               75,000               126,500
----------------------------------------------------------------------------------------------------------------
Lewis F. Pennock                        20,374               37,044               75,000               126,500
----------------------------------------------------------------------------------------------------------------
Ruth H. Quigley(6)                       4,913                  -0-               75,000               112,500
----------------------------------------------------------------------------------------------------------------
Louis S. Sklar                          19,770               53,911               75,000               123,000
----------------------------------------------------------------------------------------------------------------

(1) The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended December 31, 2001, including earnings, was $126,176.

(2) During the fiscal year ended December 31, 2001, the total amount of expenses allocated to the Trust in respect of such retirement benefits was $53,483.

(3) Amounts shown assume each trustee serves until his or her normal retirement date.

(4) All trustees currently serve as directors or trustees of sixteen registered investment companies advised by AIM.

(5) During the fiscal year ended December 31, 2001, the Trust received reimbursement for compensation paid to the trustees of $5,400. During the year ended December 31, 2001, all AIM Funds received reimbursement of total compensation paid to trustees of $31,500.

(6) Mr. Bayley and Miss Quigley were elected to serve as trustees on September 28, 2001.

(7) Mr. Daly retired as trustee on December 31, 2001.

(8) During the fiscal year ended December 31, 2001, the Trust paid $91,630 in 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 in such firm.

C-1

APPENDIX D

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 Portfolio 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 April 1, 2002.

AIM BALANCED FUND

                                                                                                       INSTITUTIONAL
                                             CLASS A SHARES      CLASS B SHARES     CLASS C SHARES     CLASS SHARES
-----------------------------------------------------------------------------------------------------------------------
                                                PERCENTAGE         PERCENTAGE        PERCENTAGE          PERCENTAGE
NAME AND ADDRESS OF                              OWNED OF           OWNED OF          OWNED OF            OWNED OF
PRINCIPAL HOLDER                                 RECORD             RECORD             RECORD             RECORD
-----------------------------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith               9.54%              8.99%              16.48%              N/A
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
-----------------------------------------------------------------------------------------------------------------------
American Express Trust Co.                        7.00%               N/A                N/A                N/A
FBO American Express Trust
Retirement Service Plans
1200 Northstar
West P.O. Box 534
Minneapolis, MN  55440-0534
-----------------------------------------------------------------------------------------------------------------------
A I M Advisors, Inc.*                              --                  --                 --               100%
ATTN:  David Hessel
11 Greenway Plaza, Suite 100
Houston, TX 77046
-----------------------------------------------------------------------------------------------------------------------

AIM BASIC BALANCED FUND

                                             CLASS A SHARES      CLASS B SHARES     CLASS C SHARES
----------------------------------------------------------------------------------------------------
                                               PERCENTAGE         PERCENTAGE         PERCENTAGE
NAME AND ADDRESS OF                             OWNED OF           OWNED OF           OWNED OF
PRINCIPAL HOLDER                                 RECORD             RECORD             RECORD
----------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith                N/A                N/A               7.52%
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL 32246
----------------------------------------------------------------------------------------------------

* Owned of record and beneficially.

D-1

AIM EUROPEAN SMALL COMPANY FUND

                                             CLASS A SHARES      CLASS B SHARES     CLASS C SHARES
----------------------------------------------------------------------------------------------------
                                               PERCENTAGE         PERCENTAGE         PERCENTAGE
NAME AND ADDRESS OF                             OWNED OF           OWNED OF           OWNED OF
PRINCIPAL HOLDER                                 RECORD             RECORD             RECORD
----------------------------------------------------------------------------------------------------
RBC Dain Rauscher                                  N/A                N/A               5.38%
FBO Tobias Hlavinka
P.O. Box 1068
East Bernard, TX  77435-1068
----------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith                N/A               16.95%             12.40%
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
----------------------------------------------------------------------------------------------------
Painewebber                                        N/A                N/A               5.50%
FBO Painewebber CDN
FBO Glenda F. Cordts
P.O. Box 1108
New York, NY  10268-1108
----------------------------------------------------------------------------------------------------

AIM GLOBAL UTILITIES FUND

                                             CLASS A SHARES      CLASS B SHARES     CLASS C SHARES
----------------------------------------------------------------------------------------------------
                                               PERCENTAGE         PERCENTAGE         PERCENTAGE
NAME AND ADDRESS OF                             OWNED OF           OWNED OF           OWNED OF
PRINCIPAL HOLDER                                 RECORD             RECORD             RECORD
----------------------------------------------------------------------------------------------------
Charles Schwab & Co., Inc.                       16.43%               N/A                N/A
Reinvestment Account
101 Montgomery Street
San Francisco, CA  94104-0000
----------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith
FBO The Sole Benefit of Customers
ATTN:  Fund Administration                         N/A               5.23%              11.51%
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
------------------------------------------- ------------------ ------------------- -----------------

D-2

AIM INTERNATIONAL EMERGING GROWTH FUND

                                             CLASS A SHARES      CLASS B SHARES     CLASS C SHARES
----------------------------------------------------------------------------------------------------
                                               PERCENTAGE         PERCENTAGE         PERCENTAGE
NAME AND ADDRESS OF                             OWNED OF           OWNED OF           OWNED OF
PRINCIPAL HOLDER                                 RECORD             RECORD             RECORD
----------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith               8.29%              22.47%             18.95%
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
----------------------------------------------------------------------------------------------------
Joel and Holly Dobberpuhl*                        6.18%               N/A                N/A
1710 Lawrence Road
Franklin, TN  37069-1700
----------------------------------------------------------------------------------------------------
Lanny H. Sachnowitz*                              5.19%               N/A                N/A
6317 Belmont Street
Houston, TX  77005
----------------------------------------------------------------------------------------------------

AIM MID CAP BASIC VALUE FUND

                                             CLASS A SHARES      CLASS B SHARES     CLASS C SHARES
----------------------------------------------------------------------------------------------------
                                               PERCENTAGE         PERCENTAGE         PERCENTAGE
NAME AND ADDRESS OF                             OWNED OF           OWNED OF           OWNED OF
PRINCIPAL HOLDER                                 RECORD             RECORD             RECORD
----------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith                N/A               8.76%               N/A
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
----------------------------------------------------------------------------------------------------

AIM NEW TECHNOLOGY FUND

                                             CLASS A SHARES      CLASS B SHARES     CLASS C SHARES
----------------------------------------------------------------------------------------------------
                                               PERCENTAGE         PERCENTAGE         PERCENTAGE
NAME AND ADDRESS OF                             OWNED OF           OWNED OF           OWNED OF
PRINCIPAL HOLDER                                 RECORD             RECORD             RECORD
----------------------------------------------------------------------------------------------------
Morgan Keegan & Company, Inc.                     7.71%               N/A                N/A
1000 Uptown Park Blvd. Unit # 264
Houston, TX 77056
----------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith                N/A                N/A               5.36%
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
----------------------------------------------------------------------------------------------------

* Owned of record and beneficially.

D-3

AIM SELECT EQUITY FUND

                                             CLASS A SHARES      CLASS B SHARES     CLASS C SHARES
----------------------------------------------------------------------------------------------------
                                               PERCENTAGE         PERCENTAGE         PERCENTAGE
NAME AND ADDRESS OF                             OWNED OF           OWNED OF           OWNED OF
PRINCIPAL HOLDER                                 RECORD             RECORD             RECORD
----------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith                N/A               10.90%             12.42%
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
----------------------------------------------------------------------------------------------------

AIM SMALL CAP EQUITY FUND

                                             CLASS A SHARES      CLASS B SHARES     CLASS C SHARES
----------------------------------------------------------------------------------------------------
                                               PERCENTAGE         PERCENTAGE         PERCENTAGE
NAME AND ADDRESS OF                             OWNED OF           OWNED OF           OWNED OF
PRINCIPAL HOLDER                                 RECORD             RECORD             RECORD
----------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith              14.06%              10.48%             24.71%
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
----------------------------------------------------------------------------------------------------

AIM VALUE FUND

                                                                                                      INSTITUTIONAL
                                             CLASS A SHARES      CLASS B SHARES     CLASS C SHARES    CLASS SHARES
----------------------------------------------------------------------------------------------------------------------
                                               PERCENTAGE         PERCENTAGE         PERCENTAGE         PERCENTAGE
NAME AND ADDRESS OF                             OWNED OF           OWNED OF           OWNED OF           OWNED OF
PRINCIPAL HOLDER                                 RECORD             RECORD             RECORD             RECORD
----------------------------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith               9.99%              11.12%             22.53%              N/A
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
----------------------------------------------------------------------------------------------------------------------
A I M Advisors, Inc.
ATTN:  David Hessel
11 Greenway Plaza, Suite 100                       N/A                N/A                N/A               100%
Houston, TX 77046
----------------------------------------------------------------------------------------------------------------------

D-4

AIM VALUE II FUND

                                             CLASS A SHARES      CLASS B SHARES     CLASS C SHARES
----------------------------------------------------------------------------------------------------
                                               PERCENTAGE         PERCENTAGE         PERCENTAGE
NAME AND ADDRESS OF                             OWNED OF           OWNED OF           OWNED OF
PRINCIPAL HOLDER                                 RECORD             RECORD             RECORD
----------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith               6.44%              14.55%             22.30%
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
----------------------------------------------------------------------------------------------------

AIM WORLDWIDE SPECTRUM FUND

                                             CLASS A SHARES      CLASS B SHARES     CLASS C SHARES
----------------------------------------------------------------------------------------------------
                                               PERCENTAGE         PERCENTAGE         PERCENTAGE
NAME AND ADDRESS OF                             OWNED OF           OWNED OF           OWNED OF
PRINCIPAL HOLDER                                 RECORD             RECORD             RECORD
----------------------------------------------------------------------------------------------------
Joel and Holly Dobberpuhl*                       28.31%               N/A                N/A
1710 Lawrence  Road
Franklin, TN  37069-1700
----------------------------------------------------------------------------------------------------
A I M Advisors, Inc.*                            11.64%               N/A                N/A
Attn:  David Hessel
11 Greenway Plaza, Suite 100
Houston, TX  77046
----------------------------------------------------------------------------------------------------
Merrill Lynch Pierce Fenner & Smith                N/A                N/A               8.23%
FBO The Sole Benefit of Customers
ATTN:  Fund Administration
4800 Deer Lake Dr., East, 2nd Floor
Jacksonville, FL  32246
----------------------------------------------------------------------------------------------------
Joyce M. Kelso and                                 N/A                N/A               9.83%
Jerry A. Kelso
270 River Trace Dr.
Marion, AR 72364
----------------------------------------------------------------------------------------------------

* Owned of record and beneficially.

MANAGEMENT OWNERSHIP

As of April 1, 2002, the trustees and officers as a group owned less than 1% of the shares of each class of AIM Balanced Fund, AIM Basic Balanced Fund, AIM Global Utilities Fund, AIM International Emerging Growth Fund, AIM Mid Cap Basic Value Fund, AIM Select Equity Fund, AIM Small Cap Equity Fund, AIM Value Fund, AIM Value II Fund and AIM Worldwide Spectrum Fund. In addition, as of April 1, 2002, the trustees and officers as a group owned 1.74% of Class A shares of AIM European Small Company Fund and 1.30% of Class A shares of AIM New Technology Fund.

D-5

APPENDIX E

MANAGEMENT FEES

For the last three fiscal years ended December 31, the management fees payable by each Fund, the amounts waived by AIM and the net fee paid by each Fund were as follows:

     FUND NAME                             2001                                               2000
------------------------------------------------------------------------------------------------------------------------
                       MANAGEMENT       MANAGEMENT     NET MANAGEMENT     MANAGEMENT       MANAGEMENT     NET MANAGEMENT
                      FEE PAYABLE       FEE WAIVERS       FEE PAID        FEE PAYABLE      FEE WAIVERS       FEE PAID
------------------------------------------------------------------------------------------------------------------------
AIM Balanced Fund     $ 20,891,477      $    19,008     $ 20,872,469     $ 19,294,478      $       -0-     $ 19,294,478
AIM Value Fund         133,647,827        8,961,757      124,686,070      178,352,446       11,485,909      166,866,537


     FUND NAME                             1999
---------------------------------------------------------------------
                       MANAGEMENT      MANAGEMENT      NET MANAGEMENT
                       FEE PAYABLE     FEE WAIVERS        FEE PAID
---------------------------------------------------------------------
AIM Balanced Fund     $ 13,624,208     $      -0-      $ 13,624,208
AIM Value Fund         141,196,457      5,137,356       136,059,101

E-1

APPENDIX F

ADMINISTRATIVE SERVICES FEES

The Funds paid AIM the following amounts for administrative services for the last three fiscal years ended December 31:

         FUND NAME                       2001                            2000                         1999
----------------------------------------------------------------------------------------------------------------------
AIM Balanced Fund                      $316,318                        $219,636                     $158,046
----------------------------------------------------------------------------------------------------------------------
AIM Value Fund                          833,469                        959,833                       631,457
----------------------------------------------------------------------------------------------------------------------

F-1

APPENDIX G

BROKERAGE COMMISSIONS

Brokerage commissions paid by each of the Funds listed below for the last three fiscal years were as follows:

                  FUND                             2001              2000            1999
                  ----                          -----------      -----------     -----------
AIM Balanced Fund(1).....................       $ 2,814,996      $ 1,892,019     $ 1,595,462
AIM Value Fund(2)........................        19,870,430       34,775,189      23,804,242

(1) The variation in brokerage commissions paid by the AIM Balanced Fund for the fiscal year ended December 31, 2001, as compared to the prior fiscal year was due to a significant fluctuation in asset levels.

(2) The variation in brokerage commissions paid by the AIM Value Fund for the fiscal year ended December 31, 2001, as compared to the prior fiscal year, was due to a significant fluctuation in asset levels and a reduction in transactions on which commissions were paid.

G-1

APPENDIX H

DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF
SECURITIES OF REGULAR BROKERS OR DEALERS

During the fiscal year ended December 31, 2001, each Fund allocated the following amount of transactions to broker-dealers that provided AIM with certain research, statistics and other information:

                                                           Related
Fund                       Transactions              Brokerage Commissions
----                      --------------             ---------------------
AIM Balanced Fund         $  190,962,040                 $  239,220
AIM Value Fund             2,297,060,048                  2,668,509

During the fiscal year ended December 31, 2001, the Funds held securities issued by the following companies, which are "regular" brokers or dealers of one or more of the Funds identified below:

           Fund                                    Stock            Market Value
           ----                                    -----            ------------
AIM Balanced Fund
    Goldman Sachs Group, Inc. (The)             Common Stock        $ 21,295,400
    Merrill Lynch & Co., Inc.                   Common Stock          34,034,360
    Morgan Stanley Dean Witter & Co.            Common Stock          24,926,864

    Bear Stearns Cos. Inc.                      Bonds/Notes            4,676,293
    Lehman Brothers Holdings Inc.               Bonds/Notes            6,501,967
    Morgan Stanley Dean Witter & Co.            Bonds/Notes            7,182,964


AIM Value Fund
    Morgan Stanley Dean Witter & Co.            Common Stock         391,580,000

H-1

APPENDIX I

PERFORMANCE DATA

AVERAGE ANNUAL TOTAL RETURNS

The average annual total returns (including sales loads) for each Fund, with respect to its Class A shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001, are as follows:

                                    PERIODS ENDED
                                  DECEMBER 31, 2001
                          ---------------------------------    INCEPTION
  CLASS A SHARES:         1 YEAR      5 YEARS      10 YEARS      DATE
  --------------          ------      -------      --------    ---------
AIM Balanced Fund         -15.54%      6.14%        10.02%     03/31/78
AIM Value Fund            -17.79%      8.38%        12.67%     05/01/84

CUMULATIVE TOTAL RETURNS

The cumulative total returns (including sales loads) for each Fund, with respect to its Class A shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are as follows:

                                   PERIODS ENDED
                                  DECEMBER 31, 2001             INCEPTION
  CLASS A SHARES:         1 YEAR      5 YEARS      10 YEARS       DATE
                          ------      -------      --------     ---------
AIM Balanced Fund         -15.54%      34.73%       159.78%      03/31/78
AIM Value Fund            -17.79%      49.52%       229.54%      05/01/84

AVERAGE ANNUAL TOTAL RETURN (AFTER TAXES ON DISTRIBUTIONS)

The average annual total returns (after taxes on distributions and including sales loads) for each Fund, with respect to its Class A shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are as follows:

                                    PERIODS ENDED
                                  DECEMBER 31, 2001
                         ----------------------------------     INCEPTION
  CLASS A SHARES:        1 YEAR       5 YEARS      10 YEARS       DATE
  --------------         ------       -------      --------     ---------
AIM Balanced Fund        -16.46%       4.81%         8.70%      03/31/78
AIM Value Fund           -17.81%       6.53%        10.70%      05/01/84

I-1

AVERAGE ANNUAL TOTAL RETURNS (AFTER TAXES ON DISTRIBUTIONS AND REDEMPTIONS)

The average annual total returns (after taxes on distributions and redemption and including sales loads) for each Fund, with respect to its Class A shares, for the one, five and ten year periods (or since inception if less than ten years) ended December 31, 2001 are as follows:

                                    PERIODS ENDED
                                  DECEMBER 31, 2001
                         ----------------------------------    INCEPTION
 CLASS A SHARES:         1 YEAR       5 YEARS      10 YEARS      DATE
 --------------          ------       -------      --------    ---------
AIM Balanced Fund         -9.47%       4.40%         7.80%     03/31/78
AIM Value Fund           -10.81%       6.51%        10.07%     05/01/84

The yield for the named Fund is as follows:

                                     30 DAY YIELD AS OF
                                     DECEMBER 31, 2001
                                          CLASS A
                                     ------------------
AIM Balanced Fund                         2.06%

I-2

FINANCIAL STATEMENTS

FS


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of
AIM Balanced Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM Balanced Fund (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for each of the periods ended on or before December 31, 1999 were audited by other independent accountants whose report, dated February 14, 2000, expressed an unqualified opinion thereon.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-1


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
BONDS & NOTES-29.27%

ALTERNATIVE CARRIERS-0.35%

Intermedia Communications Inc., Series B, Sr.
  Unsec. Notes, 9.50%, 03/01/09                $ 5,475,000   $    5,844,562
---------------------------------------------------------------------------
  Sr. Unsec. Notes, 8.60%, 06/01/08              7,675,000        7,809,312
===========================================================================
                                                                 13,653,874
===========================================================================

AUTOMOBILE MANUFACTURERS-0.18%

Ford Holdings, Inc., Unsec. Gtd. Unsub. Deb.,
  9.30%, 03/01/30                                6,000,000        6,554,460
---------------------------------------------------------------------------
Ford Motor Co., Unsec. Bonds, 6.50%, 08/01/18      850,000          753,406
===========================================================================
                                                                  7,307,866
===========================================================================

BANKS-3.34%

Bank of America Corp., Sub. Notes, 9.38%,
  09/15/09                                       7,851,000        9,191,951
---------------------------------------------------------------------------
Bank United-Series A, Medium Term Notes,
  8.00%, 03/15/09                                8,890,000        9,575,330
---------------------------------------------------------------------------
BankBoston N.A., Unsec. Sub. Notes, 7.00%,
  09/15/07                                       5,750,000        6,132,375
---------------------------------------------------------------------------
Bayerische Landesbank Girozentrale, Unsec.
  Sub. Notes, 6.38%, 10/15/05                      650,000          678,307
---------------------------------------------------------------------------
BB&T Corp., RAPS Sub. Notes, 6.38%, 06/30/05     7,245,000        7,459,524
---------------------------------------------------------------------------
Dresdner Bank New York, Unsec. Sub. Deb.,
  7.25%, 09/15/15                                9,232,000        9,652,979
---------------------------------------------------------------------------
Firstar Bank N.A., Unsec. Sub. Notes, 7.13%,
  12/01/09                                       8,200,000        8,592,698
---------------------------------------------------------------------------
Midland Bank PLC (United Kingdom), Unsec.
  Putable Sub. Yankee Notes, 7.65%, 05/01/25     3,825,000        4,044,402
---------------------------------------------------------------------------
NBD Bank N.A. Michigan, Unsec. Putable Sub.
  Deb., 8.25%, 11/01/24                         16,150,000       18,612,390
---------------------------------------------------------------------------
Regions Financial Corp., Putable Sub. Notes,
  7.75%, 09/15/24                                6,300,000        6,567,120
---------------------------------------------------------------------------
Southtrust Bank, N.A., Sub. Notes, 6.13%,
  01/09/28                                       8,600,000        8,365,822
---------------------------------------------------------------------------
St. Paul Bancorp, Inc., Sr. Unsec. Unsub.
  Notes, 7.13%, 02/15/04                         5,500,000        5,736,830
---------------------------------------------------------------------------
Suntrust Bank, Sub. Notes, 6.38%, 04/01/11       5,515,000        5,563,256
---------------------------------------------------------------------------
Swiss Bank Corp.-NY, Sub. Notes, 7.38%,
  06/15/17                                       6,065,000        6,408,704
---------------------------------------------------------------------------
U.S. Bancorp, Unsec. Putable Sub. Deb.,
  7.50%, 06/01/26                               10,000,000       10,769,500
---------------------------------------------------------------------------
Wachovia Corp.,
  Unsec. Putable Sub. Deb., 6.55%, 10/15/35      9,680,000       10,106,114
---------------------------------------------------------------------------
  Unsec. Putable Sub. Deb., 7.50%, 04/15/35      3,300,000        3,521,826
---------------------------------------------------------------------------
  Unsec. Sub. Notes, 6.25%, 08/04/08               800,000          811,544
===========================================================================
                                                                131,790,672
===========================================================================

                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE

BROADCASTING & CABLE TV-3.06%

AT&T Corp.-Liberty Media Corp., Sr. Unsec.
  Notes, 7.88%, 07/15/09                       $ 8,550,000   $    8,721,598
---------------------------------------------------------------------------
Comcast Cable Communications, Unsec. Notes,
  8.88%, 05/01/17                                6,545,000        7,460,122
---------------------------------------------------------------------------
Continental Cablevision, Inc., Sr. Deb.,
  9.50%, 08/01/13                               14,000,000       15,983,660
---------------------------------------------------------------------------
Cox Enterprises, Inc., Notes, 8.00%, 02/15/07
  (Acquired 02/16/00-03/23/00; Cost
  $6,279,912)(a)                                 6,300,000        6,777,792
---------------------------------------------------------------------------
Lenfest Communications, Inc., Sr. Unsec. Sub.
  Notes, 8.25%, 02/15/08                         2,550,000        2,701,954
---------------------------------------------------------------------------
Shaw Communications Inc. (Canada), Sr. Unsec.
  Unsub. Yankee Notes, 8.25%, 04/11/10           4,095,000        4,334,025
---------------------------------------------------------------------------
TCA Cable TV, Inc., Sr. Unsec. Deb., 6.53%,
  02/01/28                                       4,350,000        4,442,133
---------------------------------------------------------------------------
TCI Communications, Inc., Sr. Unsec. Deb.,
  8.75%, 08/01/15                                2,100,000        2,335,683
---------------------------------------------------------------------------
Tele-Communications, Inc., Sr. Deb., 9.80%,
  02/01/12                                      16,650,000       19,934,379
---------------------------------------------------------------------------
Time Warner Inc., Notes,
  Notes, 8.18%, 08/15/07                         6,965,000        7,796,551
---------------------------------------------------------------------------
  Sr. Unsec. Gtd. Deb., 7.57%, 02/01/24          8,440,000        8,601,879
---------------------------------------------------------------------------
  Unsec. Deb., 8.05%, 01/15/16                  16,545,000       18,724,473
---------------------------------------------------------------------------
  Unsec. Deb., 9.15%, 02/01/23                   6,000,000        7,144,080
---------------------------------------------------------------------------
Turner Broadcasting System, Inc.-Class A, Sr.
  Notes, 8.38%, 07/01/13                         5,100,000        5,673,291
===========================================================================
                                                                120,631,620
===========================================================================

CASINOS & GAMING-0.08%

MGM Mirage Inc., Sr. Unsec. Gtd. Notes,
  8.50%, 09/15/10                                3,000,000        3,083,790
===========================================================================

COMPUTER HARDWARE-0.05%

Candescent Technologies Corp.,
  Sr. Conv. Unsec. Gtd. Sub. Deb., 8.00%,
    05/01/03 (Acquired 03/07/00-04/19/01;
    Cost $2,933,500)(a)(b)(c)                    5,275,000          448,375
---------------------------------------------------------------------------
  Sr. Conv. Unsec. Gtd. Sub. Deb., 8.00%,
    05/01/03 (Acquired 04/17/98-04/19/01;
    Cost $16,289,250)(a)(b)(c)                  19,737,000        1,677,645
===========================================================================
                                                                  2,126,020
===========================================================================

CONSUMER FINANCE-1.94%

Capital One Financial Corp., Unsec. Notes,
  7.25%, 05/01/06                               10,020,000        9,718,198
---------------------------------------------------------------------------
CitiFinancial Credit Co.,
  Putable Notes, 6.63%, 06/01/15                 3,125,000        3,180,469
---------------------------------------------------------------------------
  Unsec. Putable Notes, 7.88%, 02/01/25          5,865,000        6,376,428
---------------------------------------------------------------------------
Ford Motor Credit Co.,
  Notes, 7.88%, 06/15/10                        13,215,000       13,467,274
---------------------------------------------------------------------------
  Unsec. Notes, 6.88%, 02/01/06                  5,100,000        5,096,583
---------------------------------------------------------------------------
  Unsec. Notes, 7.38%, 10/28/09                  7,305,000        7,228,371
---------------------------------------------------------------------------

FS-2


                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
CONSUMER FINANCE-(CONTINUED)

General Motors Acceptance Corp., Bonds,
  8.00%, 11/01/31                              $11,640,000   $   11,765,130
---------------------------------------------------------------------------
  Putable Notes, 9.00%, 10/15/02                 4,175,000        4,343,461
---------------------------------------------------------------------------
  Unsec. Unsub. Notes, 7.75%, 01/19/10             750,000          777,412
---------------------------------------------------------------------------
Household Finance Corp., Unsec. Notes, 8.00%,
  07/15/10                                      13,280,000       14,409,597
===========================================================================
                                                                 76,362,923
===========================================================================

DISTILLERS & VINTNERS-0.11%

Grand Metropolitan Investment Corp, Gtd.
  Putable Bonds, 7.45%, 04/15/35                 4,000,000        4,280,600
===========================================================================

DIVERSIFIED FINANCIAL SERVICES-3.69%

AIG SunAmerica Global Financing VI, Sr. Sec.
  Notes, 6.30%, 05/10/11 (Acquired 05/24/01;
  Cost $7,151,739)(a)                            7,225,000        7,366,899
---------------------------------------------------------------------------
AIG SunAmerica Global Financing VII, Notes,
  5.85%, 08/01/08 (Acquired 08/21/01-
  08/22/01; Cost $13,141,722)(a)                13,115,000       13,267,265
---------------------------------------------------------------------------
Associates Corp. of North America, Sr. Deb.,
  6.95%, 11/01/18                               18,815,000       19,557,628
---------------------------------------------------------------------------
Auburn Hills Trust, Gtd. Deb., 12.00%,
  05/01/20                                       7,805,000       10,868,775
---------------------------------------------------------------------------
Bear Stearns Cos., Inc., Notes, 7.80%,
  08/15/07                                       4,350,000        4,676,293
---------------------------------------------------------------------------
Citigroup Inc., Unsec. Sub. Notes, 7.25%,
  10/01/10                                       1,570,000        1,675,834
---------------------------------------------------------------------------
FMR Corp., Bonds, 7.57%, 06/15/29 (Acquired
  04/10/01-09/28/01; Cost $9,029,603)(a)         8,605,000        9,297,272
---------------------------------------------------------------------------
General Electric Capital Corp., Gtd. Sub.
  Notes, 8.13%, 05/15/12                         6,425,000        7,374,101
---------------------------------------------------------------------------
Heller Financial, Inc., Unsec. Notes, 7.38%,
  11/01/09                                      23,150,000       25,362,214
---------------------------------------------------------------------------
Lehman Brothers Holdings Inc., Sr. Bonds,
  7.88%, 08/15/10                                5,955,000        6,501,967
---------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co., Unsec.
  Unsub. Bonds, 6.75%, 04/15/11                  6,950,000        7,182,964
---------------------------------------------------------------------------
National Rural Utilities Cooperative Finance
  Corp., Sr. Notes, 6.00%, 05/15/06              7,100,000        7,226,167
---------------------------------------------------------------------------
Pinnacle Partners, Sr. Notes, 8.83%, 08/15/04
  (Acquired 08/02/00; Cost $7,000,000)(a)        7,000,000        7,160,580
---------------------------------------------------------------------------
Qwest Capital Funding Inc.,
  Gtd. Unsec. Notes, 7.63%, 08/03/21             9,000,000        8,469,540
---------------------------------------------------------------------------
  Unsec. Gtd. Notes, 6.88%, 07/15/28               435,000          362,746
---------------------------------------------------------------------------
Tyco Capital Corp. (The) (Bermuda),
  Notes, 6.50%, 02/07/06                         2,160,000        2,236,205
---------------------------------------------------------------------------
  Sr. Medium Term Notes, 5.91%, 11/23/05         6,800,000        6,904,856
===========================================================================
                                                                145,491,306
===========================================================================

ELECTRIC UTILITIES-3.54%

Arizona Public Service Co., Unsec. Notes,
  6.25%, 01/15/05                                5,000,000        5,065,050
---------------------------------------------------------------------------
CE Generation LLC, Sr. Sec. Sub. Notes,
  7.42%, 12/15/18                                7,351,500        6,491,595
---------------------------------------------------------------------------

                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
ELECTRIC UTILITIES-(CONTINUED)

CILCORP, Inc., Sr. Unsec. Bonds, 9.38%,
  10/15/29                                     $ 9,000,000   $    8,899,470
---------------------------------------------------------------------------
Cleveland Electric Illuminating Co. (The),
  First Mortgage Bonds, 6.86%, 10/01/08          6,080,000        6,086,566
---------------------------------------------------------------------------
  Series D, Sec. Notes, 7.88%, 11/01/17          7,300,000        7,501,699
---------------------------------------------------------------------------
CMS Panhandle Holding Co., Sr. Notes, 6.13%,
  03/15/04                                       6,600,000        6,663,162
---------------------------------------------------------------------------
Commonwealth Edison Co.,
  Series 92, First Mortgage Bonds, 7.63%,
    04/15/13                                     4,000,000        4,223,200
---------------------------------------------------------------------------
  Series 94, First Mortgage Notes, 7.50%,
    07/01/13                                     9,300,000        9,772,998
---------------------------------------------------------------------------
Dominion Resources, Inc.-Series A, Sr. Unsec.
  Unsub. Notes, 8.13%, 06/15/10                    450,000          493,960
---------------------------------------------------------------------------
El Paso Electric Co.,
  Series D, Sec. First Mortgage Bonds, 8.90%,
    02/01/06                                    13,570,000       14,700,245
---------------------------------------------------------------------------
  Series E, Sec. First Mortgage Bonds, 9.40%,
    05/01/11                                     5,438,000        5,766,999
---------------------------------------------------------------------------
Empire District Electric Co. (The), Sr.
  Notes, 7.70%, 11/15/04                         8,550,000        9,129,262
---------------------------------------------------------------------------
Indiana Michigan Power Co.-Series C, Sr.
  Unsec. Notes, 6.13%, 12/15/06                  5,700,000        5,657,820
---------------------------------------------------------------------------
Kincaid Generation LLC, Sec. Bonds, 7.33%,
  06/15/20 (Acquired 04/30/98; Cost
  $3,346,223)(a)                                 3,337,978        3,110,495
---------------------------------------------------------------------------
Mirant Corp., Sr. Notes, 7.90%, 07/15/09
  (Acquired 02/11/00-09/28/01; Cost
  $4,071,299)(a)                                 4,105,000        3,663,713
---------------------------------------------------------------------------
Niagara Mohawk Holdings Inc., First Mortgage
  Notes, 7.75%, 05/15/06                         3,700,000        3,956,040
---------------------------------------------------------------------------
Niagara Mohawk Power Corp.-Series H, Sr.
  Unsec. Disc. Notes, 8.50%, 07/01/10(d)        11,900,000       10,891,951
---------------------------------------------------------------------------
NRG Energy, Inc., Sr. Unsec. Notes, 7.75%,
  04/01/11                                       8,450,000        8,129,576
---------------------------------------------------------------------------
Panhandle Eastern Pipe Line, Notes, 7.88%,
  08/15/04                                       1,500,000        1,565,535
---------------------------------------------------------------------------
Public Service Company of New Mexico- Series
  A, Sr. Unsec. Notes, 7.10%, 08/01/05           7,850,000        8,072,626
---------------------------------------------------------------------------
Sutton Bridge Financing Ltd. (United
  Kingdom), Gtd. Euro Bonds, 8.63%,
  06/30/22(e)               GBP                  3,000,000        4,649,059
---------------------------------------------------------------------------
Texas-New Mexico Power Co., Sr. Sec. Notes,
  6.25%, 01/15/09                                5,800,000        5,252,190
===========================================================================
                                                                139,743,211
===========================================================================

GAS UTILITIES-0.84%

National Fuel Gas Co.-Series D, Medium Term
  Notes, 6.30%, 05/27/08                         8,600,000        8,405,726
---------------------------------------------------------------------------
Northern Border Partners, L.P., Sr. Unsec.
  Gtd. Notes, 7.10%, 03/15/11                    3,500,000        3,408,720
---------------------------------------------------------------------------
Nova Gas Transmission Ltd. (Canada), Yankee
  Deb., 8.50%, 12/15/12                          5,015,000        5,607,372
---------------------------------------------------------------------------
ONEOK, Inc., Unsec. Notes, 7.75%, 08/15/06       3,100,000        3,321,340
---------------------------------------------------------------------------

FS-3


                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
GAS UTILITIES-(CONTINUED)

Tennessee Gas Pipeline Co., Unsec. Deb.,
  7.63%, 04/01/37                              $11,000,000   $   10,341,870
---------------------------------------------------------------------------
Westcoast Energy Inc. (Canada)-Series V,
  Unsec. Deb., 6.45%, 12/18/06(e)    CAD         3,000,000        1,987,114
===========================================================================
                                                                 33,072,142
===========================================================================

INDUSTRIAL CONGLOMERATES-0.03%

Vodafone Finance B.V. (Netherlands), Unsec.
  Unsub. Gtd. Euro Bonds, 4.75%,
  05/27/09(e)               EUR                  1,300,000        1,100,895
===========================================================================

INTEGRATED OIL & GAS-1.02%

El Paso CGP Co., Sr. Putable Unsec. Deb.,
  6.70%, 02/15/27                               18,900,000       18,830,637
---------------------------------------------------------------------------
Occidental Petroleum Corp., Sr. Unsec. Notes,
  7.38%, 11/15/08                                7,360,000        7,653,885
---------------------------------------------------------------------------
  7.65%, 02/15/06                                2,635,000        2,807,276
---------------------------------------------------------------------------
Petro-Canada (Canada), Yankee Deb., 9.25%,
  10/15/21                                       9,300,000       11,153,211
===========================================================================
                                                                 40,445,009
===========================================================================

INTEGRATED TELECOMMUNICATION SERVICES-0.73%

AT&T Canada Inc. (Canada),
  Sr. Disc. Yankee Notes, 9.95%, 06/15/08(d)     6,000,000        2,955,000
---------------------------------------------------------------------------
  Sr. Unsec. Sub. Yankee Notes, 7.63%,
    03/15/05                                    10,100,000        6,527,125
---------------------------------------------------------------------------
  Sr. Unsec. Unsub. Notes, 7.15%,
    09/23/04(e)             CAD                  1,200,000          491,958
---------------------------------------------------------------------------
  Sr. Unsec. Yankee Notes, 7.65%, 09/15/06       5,200,000        3,308,500
---------------------------------------------------------------------------
MCI Communications Corp., Sr. Unsec. Putable
  Deb., 7.13%, 06/15/27                          3,650,000        3,792,898
---------------------------------------------------------------------------
Olivetti International Finance N.V.-Series E
  (Netherlands), Gtd. Medium Term Euro Notes,
  6.13%, 07/30/09(e)          EUR                3,210,000        2,787,268
---------------------------------------------------------------------------
Sprint Corp., Deb., 9.00%, 10/15/19              2,200,000        2,352,570
---------------------------------------------------------------------------
Teleglobe Canada Inc. (Canada), Unsec. Deb.,
  8.35%, 06/20/03(e)          CAD                1,000,000          575,867
---------------------------------------------------------------------------
TELUS Corp. (Canada), Yankee Notes, 8.00%,
  06/01/11                                       5,385,000        5,694,691
---------------------------------------------------------------------------
WorldCom, Inc.-WorldCom Group, Notes, 8.00%,
  05/15/06                                         345,000          368,774
===========================================================================
                                                                 28,854,651
===========================================================================

LIFE & HEALTH INSURANCE-1.32%

American General Corp.,
  Sr. Notes, 6.63%, 02/15/29                     7,030,000        6,941,492
---------------------------------------------------------------------------
  Unsec. Notes, 7.50%, 07/15/25                  4,395,000        4,804,966
---------------------------------------------------------------------------
American General Finance Corp.,
  Sr. Putable Notes, 8.45%, 10/15/09            14,860,000       16,794,178
---------------------------------------------------------------------------
  Sr. Unsec. Putable Notes, 8.13%, 08/15/09      7,205,000        7,987,823
---------------------------------------------------------------------------

                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
LIFE & HEALTH INSURANCE-(CONTINUED)

Prudential Funding, LLC, Medium Term Notes,
  6.60%, 05/15/08 (Acquired 05/09/01; Cost
  $2,097,564)(a)                               $ 2,100,000   $    2,133,180
---------------------------------------------------------------------------
Sun Canada Financial Co., Gtd. Sub. Bonds,
  6.63%, 12/15/07 (Acquired 10/14/99; Cost
  $1,402,095)(a)                                 1,500,000        1,472,793
---------------------------------------------------------------------------
Torchmark Corp., Notes,
  7.38%, 08/01/13                                3,000,000        2,998,260
---------------------------------------------------------------------------
  7.88%, 05/15/23                                9,200,000        9,145,628
===========================================================================
                                                                 52,278,320
===========================================================================

MANAGED HEALTH CARE-0.26%

Wellpoint Health Networks Inc., Sr. Unsec.
  Notes, 6.38%, 06/15/06                        10,000,000       10,177,600
===========================================================================

MULTI-UTILITIES-0.76%

Dynegy-Roseton Danskamme, Gtd. Pass Through
  Ctfs., 7.67%, 11/08/16                        11,500,000        9,401,250
---------------------------------------------------------------------------
UtiliCorp United Inc., Sr. Unsec. Putable
  Notes, 6.70%, 10/15/06                         6,350,000        6,382,766
---------------------------------------------------------------------------
Williams Cos., Inc. (The), Sr. Unsec. PATS,
  6.75%, 01/15/06                                5,525,000        5,530,194
---------------------------------------------------------------------------
Williams Gas Pipeline Central Inc., Sr.
  Notes, 7.38%, 11/15/06 (Acquired 02/15/01;
  Cost $8,572,240)(a)                            8,300,000        8,562,944
===========================================================================
                                                                 29,877,154
===========================================================================

OIL & GAS-0.18%

Canadian Oil Sands Ltd., (Canada) Sr. Notes,
  7.90%, 09/01/21 (Acquired 08/17/01; Cost
  $7,162,659)(a)                                 7,175,000        7,171,484
===========================================================================

OIL & GAS DRILLING-0.29%

Global Marine Inc., Sr. Unsec. Notes, 7.13%,
  09/01/07                                      11,100,000       11,440,104
===========================================================================

OIL & GAS EQUIPMENT & SERVICES-0.71%

Dynegy Holdings Inc., Sr. Unsec. Unsub.
  Notes, 6.88%, 04/01/11                         6,160,000        5,128,200
---------------------------------------------------------------------------
Kinder Morgan Energy Partners, L.P., Sr.
  Unsec. Notes, 6.30%, 02/01/09                  8,400,000        8,230,404
---------------------------------------------------------------------------
Kinder Morgan, Inc., Unsec. Putable Deb.,
  7.35%, 08/01/26                                7,800,000        8,318,154
---------------------------------------------------------------------------
National-Oilwell, Inc., Sr. Unsec. Notes,
  6.50%, 03/15/11                                2,750,000        2,689,088
---------------------------------------------------------------------------
Smith International, Inc., Notes, 6.75%,
  02/15/11                                       3,750,000        3,649,088
===========================================================================
                                                                 28,014,934
===========================================================================

OIL & GAS EXPLORATION & PRODUCTION-1.39%

Anadarko Petroleum Corp., Unsec. Putable
  Deb., 7.73%, 09/15/26                          8,250,000        8,706,225
---------------------------------------------------------------------------
Anderson Exploration Ltd. (Canada), Unsec.
  Sub. Yankee Notes, 6.75%, 03/15/11             7,075,000        6,850,793
---------------------------------------------------------------------------
Canadian Natural Resources Ltd. (Canada),
  Unsec. Yankee Notes, 6.70%, 07/15/11           6,850,000        6,696,081
---------------------------------------------------------------------------

FS-4


                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
OIL & GAS EXPLORATION & PRODUCTION-(CONTINUED)

Devon Financing Corp., Unsec. Gtd. Deb.,
  7.88%, 09/30/31 (Acquired 09/28/01-
  11/01/01; Cost $12,389,639)(a)               $12,265,000   $   12,448,852
---------------------------------------------------------------------------
Louis Dreyfus Natural Gas Corp., Unsec.
  Notes, 6.88%, 12/01/07                         6,470,000        6,578,308
---------------------------------------------------------------------------
Nexen Inc. (Canada), Unsec. Unsub. Yankee
  Notes, 7.40%, 05/01/28                        10,400,000        9,675,016
---------------------------------------------------------------------------
Noble Affiliates Inc., Sr. Unsec. Deb.,
  7.25%, 08/01/97                                2,600,000        2,212,756
---------------------------------------------------------------------------
Talisman Energy Inc. (Canada), Unsec. Unsub.
  Yankee Deb., 7.13%, 06/01/07                   1,500,000        1,539,945
===========================================================================
                                                                 54,707,976
===========================================================================

OIL & GAS REFINING & MARKETING-0.55%

Petroleos Mexicanos (Mexico), Series P,
  Unsec. Putable Unsub. Yankee Notes, 9.50%,
  09/15/27                                      14,025,000       15,157,519
---------------------------------------------------------------------------
  Sr. Unsec. Gtd. Yankee Bonds, 9.38%,
    12/02/08                                     6,295,000        6,716,765
===========================================================================
                                                                 21,874,284
===========================================================================

PACKAGED FOODS-0.35%

ConAgra, Inc., Sr. Unsec. Putable Notes,
  7.13%, 10/01/26                               12,755,000       13,667,110
===========================================================================

PHARMACEUTICALS-0.37%

Johnson & Johnson, Unsec. Deb., 6.95%,
  09/01/29                                       5,080,000        5,414,264
---------------------------------------------------------------------------
Merck & Co., Inc., Unsec. Deb.,
  5.95%, 12/01/28                                4,255,000        4,023,017
---------------------------------------------------------------------------
  6.40%, 03/01/28                                5,080,000        5,094,783
===========================================================================
                                                                 14,532,064
===========================================================================

PROPERTY & CASUALTY INSURANCE-0.91%

Allstate Financial Global Funding, Notes,
  6.50%, 06/14/11 (Acquired 06/07/01; Cost
  $11,297,688)(a)                               11,315,000       11,476,578
---------------------------------------------------------------------------
Florida Windstorm Underwriting Association-
  Series 1999A, Sr. Sec. Notes, 7.13%,
  02/25/19 (Acquired 04/25/01-05/03/01; Cost
  $14,660,688)(a)                               14,635,000       14,970,727
---------------------------------------------------------------------------
Terra Nova Insurance (United Kingdom)
  Holding, Sr. Unsec. Gtd. Yankee Notes,
  7.00%, 05/15/08                                2,350,000        2,089,197
---------------------------------------------------------------------------
  7.20%, 08/15/07                                7,000,000        6,461,840
---------------------------------------------------------------------------
Travelers Property Casualty Corp., Sr. Unsec.
  Notes, 6.75%, 11/15/06                           700,000          732,725
===========================================================================
                                                                 35,731,067
===========================================================================

PUBLISHING & PRINTING-0.70%

News America Holdings, Inc.,
  Notes, 8.45%, 08/01/34                         3,325,000        3,582,122
---------------------------------------------------------------------------
  Sr. Gtd. Deb., 9.25%, 02/01/13                 8,250,000        9,498,555
---------------------------------------------------------------------------
  Sr. Unsec. Gtd. Putable Bonds, 7.43%,
    10/01/26                                     4,950,000        5,165,375
---------------------------------------------------------------------------
  Unsec. Deb., 7.75%, 01/20/24                   9,450,000        9,303,242
===========================================================================
                                                                 27,549,294
===========================================================================

                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE

RAILROADS-0.56%

Consolidated Rail Corp., Deb., 9.75%,
  06/15/20                                     $ 9,300,000   $   11,508,006
---------------------------------------------------------------------------
Norfolk Southern Corp., Notes, 7.05%,
  05/01/37                                      10,000,000       10,582,300
===========================================================================
                                                                 22,090,306
===========================================================================

REAL ESTATE INVESTMENT TRUSTS-0.38%

ERP Operating L.P., Unsec. Notes, 7.13%,
  10/15/17                                       3,250,000        3,047,590
---------------------------------------------------------------------------
Spieker Properties LP, Unsec. Deb., 7.50%,
  10/01/27                                       7,800,000        7,489,950
---------------------------------------------------------------------------
Spieker Properties, Inc., Unsec. Unsub. Deb.,
  7.35%, 12/01/17                                4,600,000        4,439,644
===========================================================================
                                                                 14,977,184
===========================================================================

REINSURANCE-0.43%

GE Global Insurance Holdings Corp., Unsec.
  Notes, 7.75%, 06/15/30                        15,225,000       17,112,291
===========================================================================

SOVEREIGN DEBT-0.52%

British Columbia (Province of) (Canada),
  Unsec. Unsub. Yankee Notes, 5.38%, 10/29/08    2,750,000        2,740,045
---------------------------------------------------------------------------
Hydro-Quebec-Series B (Canada), Gtd. Medium
  Term Yankee Notes, 8.62%, 12/15/11             5,000,000        5,948,350
---------------------------------------------------------------------------
Manitoba (Province of) (Canada)- Series EM,
  Unsec. Unsub. Yankee Notes, 7.50%, 02/22/10      700,000          790,653
---------------------------------------------------------------------------
Ontario (Province of) (Canada), Sr. Unsec.
  Unsub. Notes, 5.50%, 10/01/08                  5,800,000        5,822,910
---------------------------------------------------------------------------
Quebec (Province of) (Canada), Yankee Deb.,
  7.50%, 07/15/23                                4,810,000        5,323,997
===========================================================================
                                                                 20,625,955
===========================================================================

TELECOMMUNICATIONS EQUIPMENT-0.59%

Nortel Networks Corp. (Canada), Sr. Conv.
  Unsec. Gtd. Yankee Notes, 4.25%, 09/01/08
  (Acquired 08/09/01-08/15/01; Cost
  $24,152,979)(a)                               24,000,000       23,220,000
===========================================================================

WIRELESS TELECOMMUNICATION SERVICES-0.04%

Bell Mobility Cellular Inc. (Canada), Unsec.
  Deb., 6.55%, 06/02/08(e)          CAN          2,500,000        1,615,827
===========================================================================
    Bonds & Notes (Cost $1,170,346,448)                       1,154,607,533
===========================================================================

                                                 SHARES
STOCKS & OTHER EQUITY INTERESTS-56.24%

ADVERTISING-2.55%

Interpublic Group of Cos., Inc. (The)              810,000       23,927,400
---------------------------------------------------------------------------
Lamar Advertising Co.(f)                           908,000       38,444,720
---------------------------------------------------------------------------
Omnicom Group Inc.                                 426,000       38,063,100
===========================================================================
                                                                100,435,220
===========================================================================

AEROSPACE & DEFENSE-0.62%

United Technologies Corp.                          379,600       24,533,548
===========================================================================

FS-5


                                                                 MARKET
                                                 SHARES          VALUE

BANKS-1.74%

Bank of New York Co., Inc. (The)                   603,000   $   24,602,400
---------------------------------------------------------------------------
Mellon Financial Corp.                             397,300       14,946,426
---------------------------------------------------------------------------
PNC Financial Services Group                       516,700       29,038,540
===========================================================================
                                                                 68,587,366
===========================================================================

BIOTECHNOLOGY-1.00%

Genzyme Corp.(f)                                   660,700       39,549,502
===========================================================================

BROADCASTING & CABLE TV-1.84%

Clear Channel Communications, Inc.(f)              450,000       22,909,500
---------------------------------------------------------------------------
Hispanic Broadcasting Corp.(f)                     615,800       15,702,900
---------------------------------------------------------------------------
Univision Communications Inc.-Class A(f)           842,600       34,091,596
===========================================================================
                                                                 72,703,996
===========================================================================

COMPUTER STORAGE & PERIPHERALS-0.28%

EMC Corp.(f)                                       827,000       11,114,880
===========================================================================

CONSTRUCTION & ENGINEERING-0.47%

Quanta Services, Inc.(f)                         1,210,000       18,670,300
===========================================================================

DATA PROCESSING SERVICES-1.03%

Concord EFS, Inc.(f)                               626,400       20,533,392
---------------------------------------------------------------------------
DST Systems, Inc.(f)                               402,000       20,039,700
===========================================================================
                                                                 40,573,092
===========================================================================

DIVERSIFIED FINANCIAL SERVICES-6.38%

American Express Co.                               306,000       10,921,140
---------------------------------------------------------------------------
Citigroup Inc.                                   1,421,433       71,753,938
---------------------------------------------------------------------------
Fannie Mae                                         251,800       20,018,100
---------------------------------------------------------------------------
Freddie Mac                                        325,900       21,313,860
---------------------------------------------------------------------------
Goldman Sachs Group, Inc. (The)                    229,600       21,295,400
---------------------------------------------------------------------------
J.P. Morgan Chase & Co.                            430,300       15,641,405
---------------------------------------------------------------------------
Merrill Lynch & Co., Inc.                          653,000       34,034,360
---------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co.                   445,600       24,926,864
---------------------------------------------------------------------------
State Street Corp.                                 297,900       15,565,275
---------------------------------------------------------------------------
Waddell & Reed Financial, Inc.-Class A             499,000       16,067,800
===========================================================================
                                                                251,538,142
===========================================================================

ELECTRIC UTILITIES-1.10%

AES Corp. (The)(f)                                 541,000        8,845,350
---------------------------------------------------------------------------
Calpine Corp.(f)                                   896,000       15,043,840
---------------------------------------------------------------------------
Duke Energy Corp.                                  358,000       14,055,080
---------------------------------------------------------------------------
Mirant Corp.(f)                                    331,390        5,308,868
===========================================================================
                                                                 43,253,138
===========================================================================

ELECTRONIC EQUIPMENT & INSTRUMENTS-0.43%

Sanmina-SCI Corp.(f)                               852,700       16,968,730
===========================================================================

FOOD RETAIL-0.51%

Safeway Inc.(f)                                    477,500       19,935,625
===========================================================================

GAS UTILITIES-0.35%

El Paso Corp.                                      314,000       14,007,540
===========================================================================

                                                                 MARKET
                                                 SHARES          VALUE

GENERAL MERCHANDISE STORES-2.49%

BJ's Wholesale Club, Inc.(f)                       415,600   $   18,327,960
---------------------------------------------------------------------------
Target Corp.                                     1,011,300       41,513,865
---------------------------------------------------------------------------
Wal-Mart Stores, Inc.                              669,000       38,500,950
===========================================================================
                                                                 98,342,775
===========================================================================

HEALTH CARE DISTRIBUTORS & SERVICES-0.52%

Cardinal Health, Inc.                              319,500       20,658,870
===========================================================================

HEALTH CARE EQUIPMENT-0.83%

Baxter International Inc.                          610,800       32,757,204
===========================================================================

HEALTH CARE FACILITIES-1.13%

HCA Inc.                                           576,000       22,199,040
---------------------------------------------------------------------------
Tenet Healthcare Corp.(f)                          381,000       22,372,320
===========================================================================
                                                                 44,571,360
===========================================================================

HOME IMPROVEMENT RETAIL-1.56%

Home Depot, Inc. (The)                             728,300       37,150,583
---------------------------------------------------------------------------
Lowe's Cos., Inc.                                  527,300       24,471,993
===========================================================================
                                                                 61,622,576
===========================================================================

HOTELS-0.00%

Wyndham International, Inc. Voting Trust
  (Acquired 08/27/99-12/04/01; Cost
  $275,189)(a)(c)                                    3,167          103,233
===========================================================================

INDUSTRIAL CONGLOMERATES-3.01%

General Electric Co.                             1,820,800       72,977,664
---------------------------------------------------------------------------
Tyco International Ltd. (Bermuda)                  775,700       45,688,730
===========================================================================
                                                                118,666,394
===========================================================================

INSURANCE BROKERS-0.84%

Marsh & McLennan Cos., Inc.                        307,800       33,073,110
===========================================================================

INTEGRATED OIL & GAS-1.67%

ChevronTexaco Corp.                                282,400       25,305,864
---------------------------------------------------------------------------
Exxon Mobil Corp.                                  687,900       27,034,470
---------------------------------------------------------------------------
TotalFinaElf S.A. (France)                          93,700       13,402,539
===========================================================================
                                                                 65,742,873
===========================================================================

INTEGRATED TELECOMMUNICATION SERVICES-3.28%

BellSouth Corp.                                    737,300       28,127,995
---------------------------------------------------------------------------
Cypress Communications, Inc. Voting Trust
  (Acquired 01/05/00; Cost $45,180)(a)(c)(f)         1,070            1,284
---------------------------------------------------------------------------
Qwest Communications International Inc.            725,040       10,244,815
---------------------------------------------------------------------------
SBC Communications Inc.                            850,700       33,321,919
---------------------------------------------------------------------------
Telecom Italia S.p.A. (Italy)                    2,642,300       14,137,626
---------------------------------------------------------------------------
Telefonica, S.A. (Spain)(f)                      1,296,993       17,383,600
---------------------------------------------------------------------------
Verizon Communications Inc.                        552,900       26,240,634
===========================================================================
                                                                129,457,873
===========================================================================

INTERNET SOFTWARE & SERVICES-0.89%

Check Point Software Technologies Ltd.
  (Israel)(f)                                      621,000       24,771,690
---------------------------------------------------------------------------

FS-6


                                                                 MARKET
                                                 SHARES          VALUE
INTERNET SOFTWARE & SERVICES-(CONTINUED)

VeriSign, Inc.(f)                                  272,500   $   10,365,900
===========================================================================
                                                                 35,137,590
===========================================================================

IT CONSULTING & SERVICES-0.66%

SunGard Data Systems Inc.(f)                       896,100       25,924,173
===========================================================================

LIFE & HEALTH INSURANCE-0.97%

AFLAC, Inc.                                        531,500       13,053,640
---------------------------------------------------------------------------
Prudential Financial, Inc.(f)                      270,900        8,991,171
---------------------------------------------------------------------------
Sun Life Financial Services of Canada
  (Canada)                                         756,800       16,143,101
===========================================================================
                                                                 38,187,912
===========================================================================

MANAGED HEALTH CARE-0.32%

Anthem, Inc.(f)                                    253,300       12,538,350
===========================================================================

MOVIES & ENTERTAINMENT-1.40%

AOL Time Warner Inc.(f)                            647,300       20,778,330
---------------------------------------------------------------------------
Viacom Inc.-Class B(f)                             783,659       34,598,545
===========================================================================
                                                                 55,376,875
===========================================================================

MULTI-LINE INSURANCE-1.82%

American International Group, Inc.                 554,960       44,063,824
---------------------------------------------------------------------------
Hartford Financial Services Group, Inc. (The)      439,000       27,582,370
===========================================================================
                                                                 71,646,194
===========================================================================

MULTI-UTILITIES-0.58%

Dynegy Inc.-Class A                                321,000        8,185,500
---------------------------------------------------------------------------
Williams Cos., Inc. (The)                          575,000       14,674,000
===========================================================================
                                                                 22,859,500
===========================================================================

NETWORKING EQUIPMENT-0.77%

Cisco Systems, Inc.(f)                           1,671,200       30,265,432
===========================================================================

OIL & GAS EXPLORATION & PRODUCTION-1.45%

Anadarko Petroleum Corp.                           189,000       10,744,650
---------------------------------------------------------------------------
Apache Corp.                                       235,400       11,741,752
---------------------------------------------------------------------------
EOG Resources, Inc.                                299,600       11,717,356
---------------------------------------------------------------------------
Kerr-McGee Corp.                                   156,700        8,587,160
---------------------------------------------------------------------------
Kerr-McGee Corp.-$1.83 Pfd. DECS                   390,000       14,478,750
===========================================================================
                                                                 57,269,668
===========================================================================

PACKAGED FOODS-0.41%

Kraft Foods, Inc.-Class A                          480,700       16,358,221
===========================================================================

PHARMACEUTICALS-6.27%

Abbott Laboratories                                564,000       31,443,000
---------------------------------------------------------------------------
Allergan, Inc.                                     324,000       24,316,200
---------------------------------------------------------------------------
American Home Products Corp.                       306,600       18,812,976
---------------------------------------------------------------------------

                                                                 MARKET
                                                 SHARES          VALUE
PHARMACEUTICALS-(CONTINUED)

Bristol-Myers Squibb Co.                           377,000   $   19,227,000
---------------------------------------------------------------------------
Johnson & Johnson                                  598,200       35,353,620
---------------------------------------------------------------------------
Medicis Pharmaceutical Corp.-Class A(f)            314,800       20,332,932
---------------------------------------------------------------------------
Merck & Co., Inc.                                  409,800       24,096,240
---------------------------------------------------------------------------
Pfizer Inc.                                      1,057,100       42,125,435
---------------------------------------------------------------------------
Pharmacia Corp.                                    745,900       31,812,635
===========================================================================
                                                                247,520,038
===========================================================================

PROPERTY & CASUALTY INSURANCE-0.50%

MGIC Investment Corp.                              322,000       19,873,840
===========================================================================

SEMICONDUCTOR EQUIPMENT-0.27%

Applied Materials, Inc.(f)                         270,000       10,827,000
===========================================================================

SEMICONDUCTORS-2.23%

Analog Devices, Inc.(f)                            688,300       30,553,637
---------------------------------------------------------------------------
Intel Corp.                                      1,146,700       36,063,715
---------------------------------------------------------------------------
Texas Instruments Inc.                             760,700       21,299,600
===========================================================================
                                                                 87,916,952
===========================================================================

SPECIALTY STORES-0.89%

Bed Bath & Beyond Inc.(f)                        1,032,500       35,001,750
===========================================================================

SYSTEMS SOFTWARE-1.56%

Microsoft Corp.(f)                                 605,900       40,152,993
---------------------------------------------------------------------------
Oracle Corp.(f)                                  1,536,800       21,223,208
===========================================================================
                                                                 61,376,201
===========================================================================

TELECOMMUNICATIONS EQUIPMENT-0.98%

Comverse Technology, Inc.(f)                       614,000       13,735,180
---------------------------------------------------------------------------
JDS Uniphase Corp.(f)                              664,520        5,801,260
---------------------------------------------------------------------------
Nokia Oyj-ADR (Finland)                            775,000       19,010,750
===========================================================================
                                                                 38,547,190
===========================================================================

WIRELESS TELECOMMUNICATION SERVICES-0.64%

NTT DoCoMo, Inc. (Japan) (Acquired
  06/14/00-12/01/00; Cost $23,665,238)(a)              844        9,871,345
---------------------------------------------------------------------------
Vodafone Group PLC (United Kingdom)              5,907,285       15,460,310
===========================================================================
                                                                 25,331,655
===========================================================================
    Total Stocks & Other Equity Interests
      (Cost $2,055,551,650)                                   2,218,825,888
===========================================================================

                                                PRINCIPAL
                                                 AMOUNT
U.S. TREASURY SECURITIES-3.92%

U.S. TREASURY NOTES-3.19%

  6.75%, 05/15/05                              $24,900,000       27,088,959
---------------------------------------------------------------------------

FS-7


                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
U.S. TREASURY NOTES-(CONTINUED)

  6.50%, 08/15/05 to 10/15/06(g)               $27,700,000   $   30,127,160
---------------------------------------------------------------------------
  6.88%, 05/15/06                                2,700,000        2,976,264
---------------------------------------------------------------------------
  6.13%, 08/15/07(g)                             6,150,000        6,618,261
---------------------------------------------------------------------------
  5.75%, 08/15/10                               39,375,000       41,352,412
---------------------------------------------------------------------------
  5.00%, 08/15/11                               17,455,000       17,414,679
===========================================================================
                                                                125,577,735
===========================================================================
U.S. TREASURY BONDS-0.68%

  6.13%, 11/15/27 to 08/15/29                   25,425,000       26,943,296
===========================================================================
U.S. TREASURY STRIPS-0.05%

  5.81%, 05/15/20(h)                             5,900,000        1,981,751
===========================================================================
    Total U.S. Treasury Securities (Cost
      $151,041,811)                                             154,502,782
===========================================================================

U.S. GOVERNMENT AGENCY SECURITIES-5.06%

FEDERAL HOME LOAN BANK-0.04%

Unsec. Bonds,
  5.13%, 03/06/06                                1,670,000        1,698,473
===========================================================================

FEDERAL HOME LOAN MORTGAGE CORP.
  (FHLMC)-1.59%

Jr. Unsec. Sub. Notes,
  5.88%, 03/21/11                                9,000,000        8,922,240
---------------------------------------------------------------------------
Pass Through Ctfs.,
  6.50%, 08/01/03 to 05/01/29                       29,234           29,616
---------------------------------------------------------------------------
  6.00%, 06/01/29                                  459,132          452,819
---------------------------------------------------------------------------
  7.00%, 07/01/29 to 09/01/31                   17,226,585       17,566,363
---------------------------------------------------------------------------
Pass Through Ctfs.-TBA,
  6.00%, 02/01/31(i)                             7,550,000        7,566,516
---------------------------------------------------------------------------
  6.50%, 02/01/32(i)                             3,290,000        3,297,197
---------------------------------------------------------------------------
Unsec. Notes,
  6.88%, 01/15/05                                1,910,000        2,059,572
---------------------------------------------------------------------------
  5.50%, 09/15/11                                9,410,000        9,231,492
---------------------------------------------------------------------------
Unsec. Sub. Notes,
  6.38%, 08/01/11                               13,605,000       13,542,825
===========================================================================
                                                                 62,668,640
===========================================================================

FEDERAL NATIONAL MORTGAGE ASSOCIATION
  (FNMA)-2.79%

FNMA Grantor Trust-Series 2000-T7, Class A1,
  Pass Through Ctfs.,
  7.50%, 02/25/41                                1,824,714        1,893,450
---------------------------------------------------------------------------
Pass Through Ctfs.,
  8.50%, 03/01/10 to 02/01/28                   10,842,972       11,685,217
---------------------------------------------------------------------------
  6.50%, 04/01/14 to 07/01/16                   14,797,246       15,107,941
---------------------------------------------------------------------------
  7.50%, 02/01/16 to 07/01/31                   10,503,748       10,866,394
---------------------------------------------------------------------------
  7.00%, 07/01/16 to 12/01/31                    4,733,651        4,880,064
---------------------------------------------------------------------------
  6.50%, 10/01/16                                2,361,388        2,409,707
---------------------------------------------------------------------------
  8.00%, 12/01/23                                7,931,323        8,414,579
---------------------------------------------------------------------------
  6.00%, 05/01/31                               12,423,636       12,163,485
---------------------------------------------------------------------------
Pass Through Ctfs.-TBA,
  6.50%, 02/01/32(i)                            14,860,000       14,878,575
---------------------------------------------------------------------------

                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA)-(CONTINUED)

Unsec. Notes,
  5.13%, 02/13/04                              $ 1,915,000   $    1,971,110
---------------------------------------------------------------------------
  7.00%, 07/15/05                                2,310,000        2,510,693
---------------------------------------------------------------------------
  6.38%, 06/15/09                                7,040,000        7,418,963
---------------------------------------------------------------------------
Unsec. Notes,
  6.00%, 05/15/11                                2,569,000        2,612,622
---------------------------------------------------------------------------
Unsec. Sub. Notes,
  5.50%, 05/02/06                               12,800,000       13,120,000
===========================================================================
                                                                109,932,800
===========================================================================

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
  (GNMA)-0.64%

Pass Through Ctfs.,
  6.50%, 10/15/08 to 07/15/31                   10,864,207       10,929,456
---------------------------------------------------------------------------
  7.00%, 10/15/08 to 02/15/31                    7,644,013        7,831,348
---------------------------------------------------------------------------
  6.00%, 11/15/08                                  531,546          545,499
---------------------------------------------------------------------------
  8.00%, 11/15/30 to 01/20/31                      910,481          951,147
---------------------------------------------------------------------------
  7.50%, 12/20/30 to 01/15/31                    5,021,990        5,193,808
===========================================================================
                                                                 25,451,258
===========================================================================
    Total U.S. Government Agency Securities
      (Cost $198,038,769)                                       199,751,171
===========================================================================

ASSET-BACKED SECURITIES-1.99%

AIRLINES-0.60%

American Airlines, Inc.-Class A2, Series
  2001-01, Pass Through Ctfs., 6.82%,
  05/23/11 (Acquired 06/28/01; Cost
  $5,806,974)(a)                                 5,713,501        5,319,326
---------------------------------------------------------------------------
American Airlines, Inc.-Series 87-A,
  Equipment Trust Ctfs., 9.90%, 01/15/11         2,955,000        2,916,792
---------------------------------------------------------------------------
Northwest Airlines Inc.-Series 971B, Pass
  Through Ctfs., 7.25%, 01/02/12                 3,964,736        3,294,438
---------------------------------------------------------------------------
United Air Lines, Inc.-Series 002-Class A2,
  Sec. Pass Through Ctfs., 7.19%, 04/01/11      11,090,000        9,276,674
---------------------------------------------------------------------------
United Air Lines, Inc.-Series 95A2, Pass
  Through Ctfs., 9.56%, 10/19/18                 3,750,000        2,923,988
===========================================================================
                                                                 23,731,218
===========================================================================

AUTOMOBILE MANUFACTURERS-0.11%

DaimlerChrysler N.A. Holding Corp., Gtd. Rocs
  Series CHR-1998-1, Collateral Trust,
  6.50%, 08/01/18                                4,537,216        4,272,492
===========================================================================

BANKS-0.27%

Premium Asset Trust-Series 2001-6, Sec.
  Notes, 5.25%, 07/19/04 (Acquired 07/11/01;
  Cost $10,546,061)(a)                          10,560,000       10,764,494
===========================================================================

DIVERSIFIED FINANCIAL SERVICES-0.53%

Citicorp Lease-Class A2, Series 1999-1, Pass
  Through Ctfs., 8.04%, 12/15/19 (Acquired
  06/01/00-01/25/01; Cost $19,745,712)(a)       19,600,000       21,072,352
===========================================================================

ELECTRIC UTILITIES-0.48%

Beaver Valley II Funding Corp., SLOBS, Deb.,
  9.00%, 06/01/17                               12,500,000       13,850,875
---------------------------------------------------------------------------

FS-8


                                                PRINCIPAL        MARKET
                                                 AMOUNT          VALUE
ELECTRIC UTILITIES-(CONTINUED)

Indiana Michigan Power Co.-Series F, SLOBS,
  9.82%, 12/07/22                              $ 4,468,421   $    4,885,102
===========================================================================
                                                                 18,735,977
===========================================================================
    Total Asset-Backed Securities (Cost
      $81,071,384)                                               78,576,533
===========================================================================

                                                                 MARKET
                                                 SHARES          VALUE
MONEY MARKET FUNDS-4.46%

STIC Liquid Assets Portfolio(j)                 87,922,818   $   87,922,818
---------------------------------------------------------------------------

                                                                 MARKET
                                                 SHARES          VALUE
STIC Prime Portfolio(j)                         87,922,818   $   87,922,818
===========================================================================
    Total Money Market Funds (Cost
      $175,845,636)                                             175,845,636
===========================================================================
TOTAL INVESTMENTS-100.94% (Cost
  $3,831,895,698)                                             3,982,109,543
===========================================================================
OTHER ASSETS LESS LIABILITIES-(0.94%)                           (37,010,204)
===========================================================================
NET ASSETS-100.00%                                           $3,945,099,339
___________________________________________________________________________
===========================================================================

Investment Abbreviations:

ADR     - American Depositary Receipt
CAD     - Canadian Dollars
Conv.   - Convertible
Ctfs.   - Certificates
Deb.    - Debentures
DECS    - Dividend Enhanced Convertible Stock
Disc.   - Discounted
EUR     - Euro
GBP     - British Pound Sterling
Gtd.    - Guaranteed
PATS    - Putable Asset Term Securities
Pfd.    - Preferred
RAPS    - Redeemable and Putable Securities
Sec.    - Secured
SLOBS   - Secured Lease Obligation Securities
Sr.     - Senior
STRIPS  - Separately Traded Registered Interest and Principal Security
Sub.    - Subordinated
TBA     - To Be Announced
Unsec.  - Unsecured
Unsub.  - Unsubordinated

Notes to Schedule of Investments:

(a) Restricted security. May be resold to qualified institutional buyers in accordance with the provisions of Rule 144A under the Securities Act of 1933, as amended. The aggregate market value of these securities at 12/31/01 was $181,358,628, which represented 4.60% of the Fund's net assets.
(b) Defaulted security. Currently, the issuer is in default with respect to interest payments.
(c) Security fair valued in accordance with the procedures established by the Board of Trustees.
(d) Discounted bond at issue. The interest rate represents the coupon rate at which the bond will accrue at a specified future date.
(e) Foreign denominated security. Par value is denominated in currency indicated.
(f) Non-income producing security.
(g) A portion of the principal balance was pledged as collateral to cover margin requirements for open futures contracts. See Note 11.
(h) STRIPS are traded on a discount basis. In such cases, the interest rate shown represents the rate of discount paid or received at the time of purchase by the Fund.
(i) Security purchased on forward commitment basis. These securities are subject to dollar roll transactions. See Note 1 Section B.
(j) The money market fund and the Fund are affiliated by having the same investment advisor.

See Notes to Financial Statements.

FS-9


STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost
  $3,831,895,698)*                             $3,982,109,543
-------------------------------------------------------------
Foreign currencies, at value (cost $102,344)          109,040
-------------------------------------------------------------
Receivables for:
  Investments sold                                  3,114,675
-------------------------------------------------------------
  Fund shares sold                                  5,815,017
-------------------------------------------------------------
  Dividends and interest                           29,025,782
-------------------------------------------------------------
  Principal paydowns                                    1,995
-------------------------------------------------------------
Investment for deferred compensation plan             115,083
-------------------------------------------------------------
Collateral for securities loaned                  381,254,853
-------------------------------------------------------------
Other assets                                           68,678
=============================================================
    Total assets                                4,401,614,666
=============================================================

LIABILITIES:

Payables for:
  Investments purchased                            25,459,428
-------------------------------------------------------------
  Fund shares reacquired                           39,209,359
-------------------------------------------------------------
  Amount due custodian                              3,231,814
-------------------------------------------------------------
  Deferred compensation plan                          115,082
-------------------------------------------------------------
  Collateral upon return of securities loaned     381,254,853
-------------------------------------------------------------
  Variation margin                                  1,487,225
-------------------------------------------------------------
Accrued distribution fees                           3,840,731
-------------------------------------------------------------
Accrued trustees' fees                                  2,190
-------------------------------------------------------------
Accrued transfer agent fees                         1,473,994
-------------------------------------------------------------
Accrued operating expenses                            440,651
=============================================================
    Total liabilities                             456,515,327
=============================================================
Net assets applicable to shares outstanding    $3,945,099,339
_____________________________________________________________
=============================================================

NET ASSETS:

Class A                                        $2,284,776,256
_____________________________________________________________
=============================================================
Class B                                        $1,176,678,875
_____________________________________________________________
=============================================================
Class C                                        $  483,644,208
_____________________________________________________________
=============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER
  SHARE:

Class A                                            88,090,151
_____________________________________________________________
=============================================================
Class B                                            45,470,732
_____________________________________________________________
=============================================================
Class C                                            18,662,292
_____________________________________________________________
=============================================================
Class A:
  Net asset value per share                    $        25.94
-------------------------------------------------------------
  Offering price per share:
    (Net asset value of $25.94 divided by
      95.25%)                                  $        27.23
_____________________________________________________________
=============================================================
Class B:
  Net asset value and offering price per
    share                                      $        25.88
_____________________________________________________________
=============================================================
Class C:
  Net asset value and offering price per
    share                                      $        25.92
_____________________________________________________________
=============================================================

* At December 31, 2001, securities with an aggregate market value of $369,006,749 were on loan to brokers.

STATEMENT OF OPERATIONS
For the year ended December 31, 2001

INVESTMENT INCOME:

Interest                                       $ 115,900,232
------------------------------------------------------------
Dividends (net of foreign withholding tax of
  $174,279)                                       18,723,340
------------------------------------------------------------
Dividends from affiliated money market funds      12,083,546
------------------------------------------------------------
Security lending income                            1,456,640
============================================================
    Total investment income                      148,163,758
============================================================

EXPENSES:

Advisory fees                                     20,891,477
------------------------------------------------------------
Administrative services fees                         316,318
------------------------------------------------------------
Custodian fees                                       377,960
------------------------------------------------------------
Distribution fees -- Class A                       6,103,678
------------------------------------------------------------
Distribution fees -- Class B                      12,597,477
------------------------------------------------------------
Distribution fees -- Class C                       4,020,765
------------------------------------------------------------
Transfer agent fees -- Class A                     5,209,102
------------------------------------------------------------
Transfer agent fees -- Class B                     2,609,327
------------------------------------------------------------
Transfer agent fees -- Class C                       832,825
------------------------------------------------------------
Trustees' fees                                        25,717
------------------------------------------------------------
Other                                                975,214
============================================================
    Total expenses                                53,959,860
============================================================
Less: Fees waived                                    (19,008)
------------------------------------------------------------
    Expenses paid indirectly                         (60,431)
============================================================
    Net expenses                                  53,880,421
============================================================
Net investment income                             94,283,337
============================================================

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCIES,
  FOREIGN CURRENCY CONTRACTS, FUTURES
  CONTRACTS AND OPTION CONTRACTS:

Net realized gain (loss) from:
  Investment securities                         (196,882,994)
------------------------------------------------------------
  Foreign currencies                                 278,005
------------------------------------------------------------
  Foreign currency contracts                          40,485
------------------------------------------------------------
  Futures contracts                              (95,970,910)
------------------------------------------------------------
  Option contracts written                         2,476,744
============================================================
                                                (290,058,670)
============================================================
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                         (330,187,275)
------------------------------------------------------------
  Foreign currencies                                 (29,233)
------------------------------------------------------------
  Foreign currency contracts                         217,630
------------------------------------------------------------
  Futures contracts                               10,088,027
============================================================
                                                (319,910,851)
============================================================
Net gain (loss) from investment securities,
  foreign currencies, foreign currency
  contracts, futures contracts and option
  contracts                                     (609,969,521)
============================================================
Net increase (decrease) in net assets
  resulting from operations                    $(515,686,184)
____________________________________________________________
============================================================

See Notes to Financial Statements.

FS-10


STATEMENT OF CHANGES IN NET ASSETS
For the years ended December 31, 2001 and 2000

                                                                   2001              2000
                                                              --------------    --------------
OPERATIONS:

  Net investment income                                       $   94,283,337    $   93,697,007
----------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities,
    foreign currencies, foreign currency contracts, futures
    contracts and option contracts                              (290,058,670)        8,037,010
----------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities, foreign currencies, foreign
    currency contracts and futures contracts                    (319,910,851)     (315,446,121)
==============================================================================================
    Net increase (decrease) in net assets resulting from
      operations                                                (515,686,184)     (213,712,104)
==============================================================================================
Distributions to shareholders from net investment income:
  Class A                                                        (65,286,370)      (54,663,293)
----------------------------------------------------------------------------------------------
  Class B                                                        (24,128,931)      (22,292,342)
----------------------------------------------------------------------------------------------
  Class C                                                         (8,269,309)       (5,320,796)
----------------------------------------------------------------------------------------------
Distributions to shareholders from net realized gains:
  Class A                                                                 --       (39,511,188)
----------------------------------------------------------------------------------------------
  Class B                                                                 --       (21,396,291)
----------------------------------------------------------------------------------------------
  Class C                                                                 --        (5,732,223)
----------------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                        149,008,588       922,806,014
----------------------------------------------------------------------------------------------
  Class B                                                         11,560,034       291,069,331
----------------------------------------------------------------------------------------------
  Class C                                                        165,927,647       196,576,584
==============================================================================================
    Net increase (decrease) in net assets                       (286,874,525)    1,047,823,692
==============================================================================================

NET ASSETS:

  Beginning of year                                            4,231,973,864     3,184,150,172
==============================================================================================
  End of year                                                 $3,945,099,339    $4,231,973,864
______________________________________________________________________________________________
==============================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $4,131,589,736    $3,809,280,125
----------------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                      (3,258,853)        1,041,061
----------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities, foreign currencies, foreign currency
    contracts, futures contracts and option contracts           (333,416,566)      (36,532,402)
----------------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities, foreign
    currencies, foreign currency contracts and futures
    contracts                                                    150,185,022       458,185,080
==============================================================================================
                                                              $3,945,099,339    $4,231,973,864
______________________________________________________________________________________________
==============================================================================================

See Notes to Financial Statements.

FS-11


NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Balanced Fund (the "Fund") is a series portfolio of AIM Funds Group (the "Trust"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is to achieve as high a total return as possible, consistent with preservation of capital.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. 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 New York Stock Exchange ("NYSE").

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date. Premiums and discounts are amortized and/or accreted for financial reporting purposes.

On December 31, 2001, undistributed net investment income (loss) was increased by $2,709,385, undistributed net realized gains (losses) decreased by $6,825,494 and paid in capital increased by $4,116,109 as a result of foreign currency gain/loss reclassifications, bond premium catchup reclassifications and other reclassifications. Net assets of the Fund were unaffected by the reclassifications discussed above.

The Fund may engage in dollar roll transactions with respect to mortgage backed securities issued by GNMA, FNMA and FHLMC. In a dollar roll transaction, the Fund sells a mortgage backed security held in the Fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to repurchase a substantially similar security (same type, coupon and maturity) from the institution at a later date at an agreed upon price. The mortgage backed securities that are repurchased will bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different prepayment histories. During the period between the sale and repurchase, the Fund will not be entitled to receive interest and principal payments on securities sold. Proceeds of

FS-12


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 the Fund exceeding the yield on the security sold.

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 in 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.

C. Distributions -- Distributions from income are declared and paid quarterly and are recorded on ex-dividend date. Distributions from net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.

The Fund had a capital loss carryforward of $294,839,562 which expires December 31, 2009. As of December 31, 2001 the Fund has a post-October capital loss deferral of $33,763,389 which will be recognized in the following tax year.

E. Foreign Currency Translations -- Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

F. Foreign Currency Contracts -- A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund may enter into a foreign currency contract to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. The Fund may also enter into a foreign currency contract for the purchase or sale of a security denominated in a foreign currency in order to "lock in" the U.S. dollar price of that security. The Fund could be exposed to risk if counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably.

G. Futures Contracts -- The Fund may purchase or sell futures contracts as a hedge against changes in market conditions. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities as collateral for the account of the broker (the Fund's agent in acquiring the futures position). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by "marking to market" on a daily basis to reflect the market value of the contracts at the end of each day's trading. Variation margin payments are made or received depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund's basis in the contract. Risks include the possibility of an illiquid market and that a change in value of the contracts may not correlate with changes in the value of the securities being hedged.

H. Covered Call Options -- The Fund may write call options, on a covered basis; that is, the Fund will own the underlying security. When the Fund writes a covered call option, an amount equal to the premium received by the Fund is recorded as an asset and an equivalent liability. The amount of the liability is subsequently "marked-to-market" to reflect the current market value of the option written. The current market value of a written option is the mean between the last bid and asked prices on that day. If a written call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received.

I. Put Options -- The Fund may purchase put options. By purchasing a put option, the Fund obtains the right (but not the obligation) to sell the option's underlying instrument at a fixed strike price. In return for this right, the Fund pays an option premium. The option's underlying instrument may be a security or a futures contract. Put options may be used by the Fund to hedge securities it owns by locking in a minimum price at which the Fund can sell. If security prices fall, the put option could be exercised to offset all or a portion of the Fund's resulting losses. At the same time, because the maximum the Fund has at risk is the cost of the option, purchasing put options does not eliminate the potential for the Fund to profit from an increase in the value of the securities hedged.

J. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-CHANGE IN ACCOUNTING PRINCIPLE

As required, effective January 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities.

FS-13


Prior to January 1, 2001, the Fund did not amortize premiums on debt securities. The cumulative effect of this accounting change had no impact on total net assets of the Fund, but resulted in a $3,608,026 reduction in the cost of securities and a corresponding $3,608,026 increase in net unrealized gains and losses, based on securities held by the Fund on January 1, 2001.
The effect of this change in 2001 was to decrease net investment income by $3,126,156, increase net unrealized gains and losses by $1,771,427, increase net realized gains and losses by $1,354,729. As a result, the net investment income per share was decreased by $0.02, the net realized and unrealized gains and losses per share was increased by $0.02 and the ratio of net investment income to average net assets was decreased by 0.07%.

NOTE 3-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.75% of the first $150 million of the Fund's average daily net assets, plus 0.50% of the Fund's average daily net assets in excess of $150 million. Effective July 1, 2001, AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. For the year ended December 31, 2001, AIM waived fees of $19,008.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. For the year ended December 31, 2001, AIM was paid $316,318 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and shareholder services to the Fund. During the year ended December 31, 2001, AFS was paid $2,696,880 for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.25% of the Fund's average daily net assets of Class A shares and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset-based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. For the year ended December 31, 2001, the Class A, Class B and Class C shares paid AIM Distributors $6,103,678, $12,597,477 and $4,020,765, respectively, as compensation under the Plans.
AIM Distributors received commissions of $640,756 from sales of the Class A shares of the Fund during the year ended December 31, 2001. Such commissions are not an expense of the Fund. They are deducted from, and are not included in, the proceeds from sales of Class A shares. During the year ended December 31, 2001, AIM Distributors received $139,887 in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
During the year ended December 31, 2001, the Fund paid legal fees of $12,542 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Board of Trustees. A member of that firm is a trustee of the Trust.

NOTE 4-INDIRECT EXPENSES

For the year ended December 31, 2001, the Fund received reductions in transfer agency fees from AFS (an affiliate of AIM) of $56,310 and reductions in custodian fees of $4,121 under expense offset arrangements which resulted in a reduction of the Fund's total expenses of $60,431.

NOTE 5-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an "interested person" of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

NOTE 6-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a syndicate administered by Citibank, N.A. The Fund may borrow up to the lesser of
(i) $1,000,000,000 or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the line of credit may borrow on a first come, first served basis. During the year ended December 31, 2001, the Fund did not borrow under the line of credit agreement. The funds which are party to the line of credit are charged a commitment fee of 0.09% on the unused balance of the committed line. The commitment fee is allocated among the funds based on their respective average net assets for the period.

NOTE 7-PORTFOLIO SECURITIES LOANED

The Fund may lend portfolio securities to the extent of one-third of the Fund's total assets. Such loans are secured by collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Cash collateral pursuant to these loans is invested in short-term money market instruments or affiliated money market funds. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. It is the Fund's policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day. Therefore, the value

FS-14


of the collateral may be temporarily less than the value of the securities on loan.
At December 31, 2001, securities with an aggregate value of $369,006,749 were on loan to brokers. The loans were secured by cash collateral of $381,254,853, received by the Fund and subsequently invested in affiliated money market funds as follows: $190,627,426 in STIC Liquid Assets Portfolio and $190,627,427 in STIC Prime Portfolio. For the year ended December 31, 2001, the Fund received fees of $1,456,640 for securities lending.

NOTE 8-TAX COMPONENTS OF CAPITAL AND DISTRIBUTIONS TO SHAREHOLDERS

The tax character of distributions paid during 2001 and 2000 was a follows:

                                   2001            2000
                                -----------    ------------
Distributions paid from:
  Ordinary income               $97,684,610    $ 82,276,431
-----------------------------------------------------------
  Long-term capital gain                 --      66,639,702
===========================================================
                                $97,684,610    $148,916,133
___________________________________________________________
===========================================================

As of December 31, 2001, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

Undistributed ordinary income               $      86,177
---------------------------------------------------------
Capital loss carryforward                    (294,839,562)
---------------------------------------------------------
Unrealized appreciation                     $ 108,262,988
=========================================================
                                            $(186,490,397)
_________________________________________________________
=========================================================

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales, the deferral of capital losses incurred after October 31, the realization for tax purposes of unrealized gains on certain forward foreign currency contracts and futures contracts and other deferrals.

NOTE 9-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund during the year ended December 31, 2001 was $3,216,405,904 and $2,783,916,331, respectively.
The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized appreciation of
  investment securities                       $377,282,297
----------------------------------------------------------
Aggregate unrealized (depreciation) of
  investment securities                       (235,070,286)
==========================================================
Net unrealized appreciation of investment
  securities                                  $142,212,011
__________________________________________________________
==========================================================
Cost of investments for tax purposes is $3,839,897,532.

NOTE 10-CALL OPTION CONTRACTS

Transactions in call options written during the year ended December 31, 2001 are summarized as follows:

                                   CALL OPTION CONTRACTS
                                  ------------------------
                                  NUMBER OF     PREMIUMS
                                  CONTRACTS     RECEIVED
                                  ---------    -----------
Beginning of year                      --      $        --
----------------------------------------------------------
Written                            12,174        2,934,645
----------------------------------------------------------
Closed                             (4,440)      (1,134,738)
----------------------------------------------------------
Exercised                          (1,194)        (193,421)
----------------------------------------------------------
Expired                            (6,540)      (1,606,486)
----------------------------------------------------------
End of year                            --      $        --
__________________________________________________________
==========================================================

NOTE 11-FUTURES CONTRACTS

On December 31, 2001, $13,150,000 principal amount of U.S. Treasury obligations were pledged as collateral to cover margin requirements for open futures contracts. Open futures contracts as of December 31, 2001 were as follows:

                        NO. OF        MONTH/                       UNREALIZED
CONTRACT               CONTRACTS    COMMITMENT     MARKET VALUE   DEPRECIATION
--------               ---------   -------------   ------------   ------------
S&P 500 Index             589      March-02/long   $169,219,700     $(30,952)
______________________________________________________________________________
==============================================================================

FS-15


NOTE 12-SHARE INFORMATION

Changes in shares outstanding during the years ended December 31, 2001 and 2000 were as follows:

                                                                          2001                            2000
                                                              ----------------------------    -----------------------------
                                                                SHARES          AMOUNT          SHARES           AMOUNT
                                                              -----------    -------------    -----------    --------------
Sold:
  Class A                                                      34,040,614    $ 943,182,575     44,686,844    $1,459,628,858
---------------------------------------------------------------------------------------------------------------------------
  Class B                                                       7,919,458      219,495,395     13,281,625       433,100,994
---------------------------------------------------------------------------------------------------------------------------
  Class C                                                       3,739,954      104,510,027      7,345,840       240,137,040
===========================================================================================================================
Issued as reinvestment of dividends:
  Class A                                                       2,389,321       61,645,850      2,771,578        87,115,195
---------------------------------------------------------------------------------------------------------------------------
  Class B                                                         842,160       21,707,525      1,260,443        39,350,153
---------------------------------------------------------------------------------------------------------------------------
  Class C                                                         287,483        7,300,252        313,857         9,736,859
===========================================================================================================================
Issued in connection with acquisitions:*
  Class A                                                         469,333       11,718,242             --                --
---------------------------------------------------------------------------------------------------------------------------
  Class B                                                         270,207        6,757,868             --                --
---------------------------------------------------------------------------------------------------------------------------
  Class C                                                       7,202,124      179,904,999             --                --
===========================================================================================================================
Reacquired:
  Class A                                                     (32,130,426)    (867,538,079)   (19,211,948)     (623,938,039)
---------------------------------------------------------------------------------------------------------------------------
  Class B                                                      (8,836,782)    (236,400,754)    (5,548,847)     (181,381,816)
---------------------------------------------------------------------------------------------------------------------------
  Class C                                                      (4,731,502)    (125,787,631)    (1,639,854)      (53,297,315)
===========================================================================================================================
                                                               11,461,944    $ 326,496,269     43,259,538    $1,410,451,929
___________________________________________________________________________________________________________________________
===========================================================================================================================

* As of the close of business on September 08, 2001, the Fund acquired all of the net assets of AIM Advisor Flex Fund pursuant to a plan of reorganization approved by AIM Advisor Flex Fund shareholders on August 17, 2001. The acquisition was accomplished by a tax-free exchange of 7,941,664 shares of the Fund for 16,429,881 shares of AIM Advisor Flex Fund outstanding as of the close of business on September 8, 2001. AIM Advisor Flex Fund net assets at that date of $198,381,109 including $8,302,767 of unrealized appreciation, were combined with those of the Fund. The aggregate net assets of the Fund immediately before the acquisition were $3,725,556,722.

FS-16


NOTE 13-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

                                                                                           CLASS A
                                                             --------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,
                                                             --------------------------------------------------------------------
                                                              2001(a)           2000(a)       1999(a)       1998(a)        1997
                                                             ----------        ----------    ----------    ----------    --------
Net asset value, beginning of period                         $    30.10        $    32.69    $    28.23    $    25.78    $  21.84
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                            0.71(b)           0.92          0.82          0.71        0.60
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (4.14)            (2.23)         4.46          2.45        4.66
=================================================================================================================================
    Total from investment operations                              (3.43)            (1.31)         5.28          3.16        5.26
=================================================================================================================================
Less distributions:
  Dividends from net investment income                            (0.73)            (0.79)        (0.82)        (0.65)      (0.55)
---------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                              --             (0.49)           --         (0.06)      (0.77)
=================================================================================================================================
    Total distributions                                           (0.73)            (1.28)        (0.82)        (0.71)      (1.32)
=================================================================================================================================
Net asset value, end of period                               $    25.94        $    30.10    $    32.69    $    28.23    $  25.78
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(c)                                                  (11.36)%           (4.18)%       19.04%        12.46%      24.41%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                     $2,284,776        $2,507,641    $1,800,350    $1,318,230    $683,633
=================================================================================================================================
Ratio of expenses to average net assets                            1.01%(d)          0.96%         0.94%         0.95%       0.98%
=================================================================================================================================
Ratio of net investment income to average net assets               2.60%(b)(d)       2.80%         2.81%         2.81%       2.48%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                              73%               55%           65%           43%         66%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Calculated using average shares outstanding.
(b) As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been $0.73 and the ratio of net investment income to average net assets would have been 2.67%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.
(c) Does not include sales charges.
(d) Ratios are based on average daily net assets of $2,441,471,059.

                                                                                           CLASS B
                                                              ------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,
                                                              ------------------------------------------------------------------
                                                               2001(a)           2000(a)       1999(a)      1998(a)       1997
                                                              ----------        ----------    ----------    --------    --------
Net asset value, beginning of period                          $    30.01        $    32.61    $    28.18    $  25.75    $  21.83
--------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                             0.50(b)           0.66          0.58        0.42        0.38
--------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                    (4.11)            (2.23)         4.45        2.51        4.68
================================================================================================================================
    Total from investment operations                               (3.61)            (1.57)         5.03        2.93        5.06
================================================================================================================================
Less distributions:
  Dividends from net investment income                             (0.52)            (0.54)        (0.60)      (0.44)      (0.37)
--------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                               --             (0.49)           --       (0.06)      (0.77)
================================================================================================================================
    Total distributions                                            (0.52)            (1.03)        (0.60)      (0.50)      (1.14)
================================================================================================================================
Net asset value, end of period                                $    25.88        $    30.01    $    32.61    $  28.18    $  25.75
________________________________________________________________________________________________________________________________
================================================================================================================================
Total return(c)                                                   (12.01)%           (4.93)%       18.08%      11.53%      23.42%
________________________________________________________________________________________________________________________________
================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $1,176,679        $1,358,823    $1,183,215    $894,165    $486,506
================================================================================================================================
Ratio of expenses to average net assets                             1.76%(d)          1.73%         1.75%       1.76%       1.79%
================================================================================================================================
Ratio of net investment income to average net assets                1.86%(b)(d)       2.03%         2.00%       2.00%       1.67%
________________________________________________________________________________________________________________________________
================================================================================================================================
Portfolio turnover rate                                               73%               55%           65%         43%         66%
________________________________________________________________________________________________________________________________
================================================================================================================================

(a) Calculated using average shares outstanding.
(b) As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been $0.52 and the ratio of net investment income to average net assets would have been 1.93%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.
(c) Does not include contingent deferred sales charges.
(d) Ratios are based on average daily net assets of $1,259,747,718.

FS-17


NOTE 13-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                           CLASS C
                                                              ------------------------------------------------------------------
                                                                                                                  AUGUST 4, 1997
                                                                                                                   (DATE SALES
                                                                                                                    COMMENCED)
                                                                          YEAR ENDED DECEMBER 31,                       TO
                                                              ------------------------------------------------     DECEMBER 31,
                                                              2001(a)         2000(a)     1999(a)     1998(a)          1997
                                                              --------        --------    --------    --------    --------------
Net asset value, beginning of period                          $  30.05        $  32.65    $  28.21    $  25.76        $25.55
--------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                           0.50(b)         0.66        0.58        0.42          0.16
--------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                  (4.11)          (2.23)       4.46        2.53          1.01
================================================================================================================================
    Total from investment operations                             (3.61)          (1.57)       5.04        2.95          1.17
================================================================================================================================
Less distributions:
  Dividends from net investment income                           (0.52)          (0.54)      (0.60)      (0.44)        (0.19)
--------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                             --           (0.49)         --       (0.06)        (0.77)
================================================================================================================================
    Total distributions                                          (0.52)          (1.03)      (0.60)      (0.50)        (0.96)
================================================================================================================================
Net asset value, end of period                                $  25.92        $  30.05    $  32.65    $  28.21        $25.76
________________________________________________________________________________________________________________________________
================================================================================================================================
Total return(c)                                                 (11.99)%         (4.93)%     18.09%      11.60%         4.67%
________________________________________________________________________________________________________________________________
================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $483,644        $365,510    $200,585    $114,163        $9,394
================================================================================================================================
Ratio of expenses to average net assets                           1.76%(d)        1.73%       1.75%       1.73%         1.78%(e)
================================================================================================================================
Ratio of net investment income to average net assets              1.85%(b)(d)     2.03%       2.00%       2.03%         1.68%(e)
________________________________________________________________________________________________________________________________
================================================================================================================================
Portfolio turnover rate                                             73%             55%         65%         43%           66%
________________________________________________________________________________________________________________________________
================================================================================================================================

(a) Calculated using average shares outstanding.
(b) As required, effective January 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premiums on debt securities. Had the Fund not amortized premiums on debt securities, the net investment income per share would have been $0.52 and the ratio of net investment income to average net assets would have been 1.92%. In accordance with the AICPA Audit and Accounting Guide for Investment Companies, per share and ratios for periods prior to January 1, 2001 have not been restated to reflect this change in presentation.
(c) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(d) Ratios are based on average daily net assets of $402,076,552.
(e) Annualized.

FS-18


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholders of
AIM Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the AIM Value Fund (one of the funds constituting AIM Funds Group; hereafter referred to as the "Fund") at December 31, 2001, and the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2001 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial highlights for each of the periods ended on or before December 31, 1999 were audited by other independent accountants whose report, dated February 14, 2000, expressed an unqualified opinion thereon.

/s/ PRICEWATERHOUSECOOPERS LLP

February 14, 2002
Houston, Texas

FS-19


SCHEDULE OF INVESTMENTS
December 31, 2001

                                                                  MARKET
                                                  SHARES           VALUE
COMMON STOCKS & OTHER EQUITY INTERESTS-94.51%

ADVERTISING-3.05%

Omnicom Group Inc.                                6,350,000   $   567,372,500
=============================================================================

APPLICATION SOFTWARE-1.38%

Amdocs Ltd. (United Kingdom)(a)                   4,131,700       140,353,849
-----------------------------------------------------------------------------
PeopleSoft, Inc.(a)                               2,914,800       117,174,960
=============================================================================
                                                                  257,528,809
=============================================================================

BANKS-1.58%

Bank of New York Co., Inc. (The)                  7,199,500       293,739,600
=============================================================================

BROADCASTING & CABLE TV-6.14%

Comcast Corp.-Class A(a)                         12,000,000       432,000,000
-----------------------------------------------------------------------------
Cox Communications, Inc.-Class A(a)              17,000,000       712,470,000
=============================================================================
                                                                1,144,470,000
=============================================================================

COMPUTER & ELECTRONICS RETAIL-1.41%

Best Buy Co., Inc.(a)                             3,525,600       262,586,688
=============================================================================

COMPUTER HARDWARE-2.11%

International Business Machines Corp.             3,250,000       393,120,000
=============================================================================

CONSUMER FINANCE-0.26%

Household International, Inc.                       850,000        49,249,000
=============================================================================

DATA PROCESSING SERVICES-5.80%

Automatic Data Processing, Inc.                   4,700,000       276,830,000
-----------------------------------------------------------------------------
First Data Corp.                                 10,250,000       804,112,500
=============================================================================
                                                                1,080,942,500
=============================================================================

DIVERSIFIED FINANCIAL SERVICES-12.23%

American Express Co.                              2,750,000        98,147,500
-----------------------------------------------------------------------------
Citigroup Inc.                                   11,750,000       593,140,000
-----------------------------------------------------------------------------
Fannie Mae                                        4,500,000       357,750,000
-----------------------------------------------------------------------------
Freddie Mac                                       7,250,000       474,150,000
-----------------------------------------------------------------------------
J.P. Morgan Chase & Co.                          10,000,000       363,500,000
-----------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co.                  7,000,000       391,580,000
=============================================================================
                                                                2,278,267,500
=============================================================================

DRUG RETAIL-1.26%

Walgreen Co.                                      7,000,000       235,620,000
=============================================================================

ELECTRIC UTILITIES-1.33%

Duke Energy Corp.                                 4,671,400       183,399,164
-----------------------------------------------------------------------------
Mirant Corp.(a)                                   4,000,000        64,080,000
=============================================================================
                                                                  247,479,164
=============================================================================

ELECTRONIC EQUIPMENT & INSTRUMENTS-1.84%

Celestica Inc. (Canada)(a)                        8,500,000       343,315,000
=============================================================================

                                                                  MARKET
                                                  SHARES           VALUE

ENVIRONMENTAL SERVICES-0.56%

Waste Management, Inc.                            3,250,000   $   103,707,500
=============================================================================

FOOD RETAIL-2.34%

Kroger Co. (The)(a)                               7,400,000       154,438,000
-----------------------------------------------------------------------------
Safeway Inc.(a)                                   6,750,000       281,812,500
=============================================================================
                                                                  436,250,500
=============================================================================

FOOTWEAR-0.65%

NIKE, Inc.-Class B                                2,150,000       120,916,000
=============================================================================

GENERAL MERCHANDISE STORES-3.61%

Target Corp.                                     16,396,100       673,059,905
=============================================================================

HEALTH CARE EQUIPMENT-1.58%

Baxter International Inc.                         5,500,000       294,965,000
=============================================================================

HEALTH CARE FACILITIES-1.97%

HCA Inc.                                          9,500,000       366,130,000
=============================================================================

HOUSEHOLD PRODUCTS-0.96%

Kimberly-Clark Corp.                              3,000,000       179,400,000
=============================================================================

INDUSTRIAL CONGLOMERATES-5.63%

General Electric Co.                             15,500,000       621,240,000
-----------------------------------------------------------------------------
Tyco International Ltd. (Bermuda)                 7,265,000       427,908,500
=============================================================================
                                                                1,049,148,500
=============================================================================

INTEGRATED OIL & GAS-5.51%

BP PLC-ADR (United Kingdom)                       9,000,000       418,590,000
-----------------------------------------------------------------------------
ChevronTexaco Corp.                               2,725,000       244,187,250
-----------------------------------------------------------------------------
Exxon Mobil Corp.                                 9,250,000       363,525,000
=============================================================================
                                                                1,026,302,250
=============================================================================

INTEGRATED TELECOMMUNICATION SERVICES-0.71%

AT&T Corp.                                        5,406,900        98,081,166
-----------------------------------------------------------------------------
Qwest Communications International Inc.           2,363,000        33,389,190
=============================================================================
                                                                  131,470,356
=============================================================================

INTERNET SOFTWARE & SERVICES-0.37%

Check Point Software Technologies Ltd.
  (Israel)(a)                                     1,734,000        69,169,260
=============================================================================

MANAGED HEALTH CARE-3.11%

CIGNA Corp.                                       1,100,000       101,915,000
-----------------------------------------------------------------------------
UnitedHealth Group Inc.                           6,750,000       477,697,500
=============================================================================
                                                                  579,612,500
=============================================================================

MOVIES & ENTERTAINMENT-2.28%

AOL Time Warner Inc.(a)                          13,250,000       425,325,000
=============================================================================

FS-20


                                                                  MARKET
                                                  SHARES           VALUE

MULTI-LINE INSURANCE-4.50%

American International Group, Inc.                8,750,000   $   694,750,000
-----------------------------------------------------------------------------
Hartford Financial Services Group, Inc. (The)     2,300,000       144,509,000
=============================================================================
                                                                  839,259,000
=============================================================================

MULTI-UTILITIES-1.50%

Dynegy Inc.-Class A                               3,310,000        84,405,000
-----------------------------------------------------------------------------
Williams Cos., Inc. (The)                         7,625,000       194,590,000
=============================================================================
                                                                  278,995,000
=============================================================================

NETWORKING EQUIPMENT-0.68%

Cisco Systems, Inc.(a)                            7,000,000       126,770,000
=============================================================================

OIL & GAS DRILLING-0.54%

Transocean Sedco Forex Inc.                       3,000,000       101,460,000
=============================================================================

OIL & GAS EQUIPMENT & SERVICES-0.69%

Baker Hughes Inc.                                 3,500,000       127,645,000
=============================================================================

PHARMACEUTICALS-8.47%

Abbott Laboratories                               3,750,000       209,062,500
-----------------------------------------------------------------------------
Allergan, Inc.                                      700,000        52,535,000
-----------------------------------------------------------------------------
Bristol-Myers Squibb Co.                          5,500,000       280,500,000
-----------------------------------------------------------------------------
Johnson & Johnson                                 6,100,000       360,510,000
-----------------------------------------------------------------------------
Pfizer Inc.                                      13,750,000       547,937,500
-----------------------------------------------------------------------------
Schering-Plough Corp.                             3,580,400       128,214,124
=============================================================================
                                                                1,578,759,124
=============================================================================

SEMICONDUCTOR EQUIPMENT-0.59%

Applied Materials, Inc.(a)                        2,000,000        80,200,000
-----------------------------------------------------------------------------
Teradyne, Inc.(a)                                 1,000,000        30,140,000
=============================================================================
                                                                  110,340,000
=============================================================================

SEMICONDUCTORS-1.87%

Analog Devices, Inc.(a)                           7,832,900       347,702,431
=============================================================================

                                                                  MARKET
                                                  SHARES           VALUE

SOFT DRINKS-1.28%

PepsiCo, Inc.                                     4,900,000   $   238,581,000
=============================================================================

SYSTEMS SOFTWARE-3.26%

Microsoft Corp.(a)                                7,500,000       497,025,000
-----------------------------------------------------------------------------
Oracle Corp.(a)                                   8,000,000       110,480,000
=============================================================================
                                                                  607,505,000
=============================================================================

TELECOMMUNICATIONS EQUIPMENT-0.82%

Nokia Oyj-ADR (Finland)                           6,200,000       152,086,000
=============================================================================

WIRELESS TELECOMMUNICATION SERVICES-2.64%

Nextel Communications, Inc.-Class A(a)           16,000,000       175,360,000
-----------------------------------------------------------------------------
Sprint Corp. (PCS Group)(a)                      13,000,000       317,330,000
=============================================================================
                                                                  492,690,000
=============================================================================
    Total Common Stocks & Other Equity
      Interests (Cost $16,074,880,269)                         17,610,940,087
=============================================================================

                                                PRINCIPAL
                                                  AMOUNT
U.S. TREASURY BILLS-0.27%

  1.73%, 03/21/02 (Cost $49,821,153)(b)         $50,000,000(c)      49,831,500
=============================================================================

                                                  SHARES

MONEY MARKET FUNDS-5.83%

STIC Liquid Assets Portfolio(d)                 543,212,543       543,212,543
-----------------------------------------------------------------------------
STIC Prime Portfolio(d)                         543,212,543       543,212,543
=============================================================================
    Total Money Market Funds (Cost
      $1,086,425,086)                                           1,086,425,086
=============================================================================
TOTAL INVESTMENTS-100.61% (Cost
  $17,211,126,508)                                             18,747,196,673
=============================================================================
OTHER ASSETS LESS LIABILITIES-(0.61%)                            (114,306,892)
=============================================================================
NET ASSETS-100.00%                                            $18,632,889,781
_____________________________________________________________________________
=============================================================================

Investment Abbreviations:

ADR - American Depositary Receipt

Notes to Schedule of Investments:

(a) Non-income producing security.
(b) Security traded on a discount basis. The interest rate shown represents the rate of discount at issue.
(c) A portion of the principal balance was pledged as collateral to cover margin requirements for open futures contracts. See Note 9.
(d) The money market fund and the Fund are affiliated by having the same investment advisor.

See Notes to Financial Statements.

FS-21


STATEMENT OF ASSETS AND LIABILITIES
December 31, 2001

ASSETS:

Investments, at market value (cost
  $17,211,126,508)*                           $18,747,196,673
-------------------------------------------------------------
Receivables for:
  Foreign currency contracts closed                    59,148
-------------------------------------------------------------
  Investments sold                                 18,029,129
-------------------------------------------------------------
  Fund shares sold                                 12,001,351
-------------------------------------------------------------
  Dividends                                        13,382,777
-------------------------------------------------------------
  Foreign currency contracts outstanding              225,622
-------------------------------------------------------------
Investment for deferred compensation plan             351,580
-------------------------------------------------------------
Collateral for securities loaned                  306,480,800
=============================================================
    Total assets                               19,097,727,080
=============================================================

LIABILITIES:

Payables for:
  Investments purchased                            36,630,618
-------------------------------------------------------------
  Fund shares reacquired                           94,076,582
-------------------------------------------------------------
  Deferred compensation plan                          351,580
-------------------------------------------------------------
  Collateral upon return of securities
    loaned                                        306,480,800
-------------------------------------------------------------
  Variation margin                                  1,941,819
-------------------------------------------------------------
Accrued distribution fees                          18,920,140
-------------------------------------------------------------
Accrued trustees' fees                                  2,225
-------------------------------------------------------------
Accrued transfer agent fees                         4,806,271
-------------------------------------------------------------
Accrued operating expenses                          1,627,264
=============================================================
    Total liabilities                             464,837,299
=============================================================
Net assets applicable to shares outstanding   $18,632,889,781
_____________________________________________________________
=============================================================

NET ASSETS:

Class A                                       $ 8,502,698,600
_____________________________________________________________
=============================================================
Class B                                       $ 9,186,979,708
_____________________________________________________________
=============================================================
Class C                                       $   943,211,473
_____________________________________________________________
=============================================================

SHARES OUTSTANDING, $0.01 PAR VALUE PER
  SHARE:

Class A                                           782,185,557
_____________________________________________________________
=============================================================
Class B                                           891,921,284
_____________________________________________________________
=============================================================
Class C                                            91,519,712
_____________________________________________________________
=============================================================
Class A:
  Net asset value per share                   $         10.87
-------------------------------------------------------------
  Offering price per share:
    (Net asset value of $10.87 divided by
      94.50%)                                 $         11.50
_____________________________________________________________
=============================================================
Class B:
  Net asset value and offering price per
    share                                     $         10.30
_____________________________________________________________
=============================================================
Class C:
  Net asset value and offering price per
    share                                     $         10.31
_____________________________________________________________
=============================================================

* At December 31, 2001, securities with an aggregate market value of $298,716,122 were on loan to brokers.

STATEMENT OF OPERATIONS
For the year ended December 31, 2001

INVESTMENT INCOME:

Dividends (net of foreign withholding tax of
  $1,456,867)                                 $   148,613,119
-------------------------------------------------------------
Dividends from affiliated money market funds       72,431,045
-------------------------------------------------------------
Interest                                            2,373,669
-------------------------------------------------------------
Security lending income                               520,323
=============================================================
    Total investment income                       223,938,156
=============================================================

EXPENSES:

Advisory fees                                     133,647,827
-------------------------------------------------------------
Administrative services fees                          833,469
-------------------------------------------------------------
Custodian fees                                      1,018,061
-------------------------------------------------------------
Distribution fees -- Class A                       24,169,158
-------------------------------------------------------------
Distribution fees -- Class B                      105,895,470
-------------------------------------------------------------
Distribution fees -- Class C                       10,844,420
-------------------------------------------------------------
Transfer agent fees -- Class A                     20,064,494
-------------------------------------------------------------
Transfer agent fees -- Class B                     22,786,011
-------------------------------------------------------------
Transfer agent fees -- Class C                      2,333,443
-------------------------------------------------------------
Trustees' fees                                         93,658
-------------------------------------------------------------
Other                                               6,018,404
=============================================================
    Total expenses                                327,704,415
=============================================================
Less: Fees waived                                  (8,961,757)
-------------------------------------------------------------
    Expenses paid indirectly                         (300,621)
=============================================================
    Net expenses                                  318,442,037
=============================================================
Net investment income (loss)                      (94,503,881)
=============================================================

REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENT SECURITIES, FOREIGN CURRENCY
  CONTRACTS, FUTURES CONTRACTS AND OPTION
  CONTRACTS:

Net realized gain (loss) from:
  Investment securities                        (1,667,834,047)
-------------------------------------------------------------
  Foreign currency contracts                        5,801,409
-------------------------------------------------------------
  Futures contracts                              (194,734,701)
-------------------------------------------------------------
  Option contracts written                         48,068,160
=============================================================
                                               (1,808,699,179)
=============================================================
Change in net unrealized appreciation
  (depreciation) of:
  Investment securities                        (1,374,928,457)
-------------------------------------------------------------
  Foreign currency contracts                       30,399,250
-------------------------------------------------------------
  Futures contracts                                14,725,637
-------------------------------------------------------------
  Option contracts written                        (49,439,506)
=============================================================
                                               (1,379,243,076)
=============================================================
Net gain (loss) from investment securities,
  foreign currency contracts, futures
  contracts and option contracts               (3,187,942,255)
=============================================================
Net increase (decrease) in net assets
  resulting from operations                   $(3,282,446,136)
_____________________________________________________________
=============================================================

See Notes to Financial Statements.

FS-22


STATEMENT OF CHANGES IN NET ASSETS
For the years ended December 31, 2001 and 2000

                                                                   2001               2000
                                                              ---------------    ---------------
OPERATIONS:

  Net investment income (loss)                                $   (94,503,881)   $  (153,822,863)
------------------------------------------------------------------------------------------------
  Net realized gain (loss) from investment securities,
    foreign currency contracts, futures contracts and option
    contracts                                                  (1,808,699,179)     1,802,222,254
------------------------------------------------------------------------------------------------
  Change in net unrealized appreciation (depreciation) of
    investment securities, foreign currency contracts,
    futures contracts and option contracts                     (1,379,243,076)    (6,293,440,690)
================================================================================================
    Net increase (decrease) in net assets resulting from
      operations                                               (3,282,446,136)    (4,645,041,299)
================================================================================================
Distributions to shareholders from net realized gains:
  Class A                                                         (11,567,785)    (1,074,794,698)
------------------------------------------------------------------------------------------------
  Class B                                                         (13,103,850)    (1,247,299,950)
------------------------------------------------------------------------------------------------
  Class C                                                          (1,340,169)      (126,240,715)
------------------------------------------------------------------------------------------------
Share transactions-net:
  Class A                                                      (1,265,245,616)     1,670,331,026
------------------------------------------------------------------------------------------------
  Class B                                                      (1,623,452,392)     1,786,995,772
------------------------------------------------------------------------------------------------
  Class C                                                        (147,015,896)       774,093,169
================================================================================================
    Net increase (decrease) in net assets                      (6,344,171,844)    (2,861,956,695)
================================================================================================

NET ASSETS:

  Beginning of year                                            24,977,061,625     27,839,018,320
================================================================================================
  End of year                                                 $18,632,889,781    $24,977,061,625
________________________________________________________________________________________________
================================================================================================

NET ASSETS CONSIST OF:

  Shares of beneficial interest                               $18,906,290,031    $22,036,509,303
------------------------------------------------------------------------------------------------
  Undistributed net investment income (loss)                         (837,038)          (751,164)
------------------------------------------------------------------------------------------------
  Undistributed net realized gain (loss) from investment
    securities, foreign currency contracts, futures
    contracts and option contracts                             (1,812,776,568)        21,847,054
------------------------------------------------------------------------------------------------
  Unrealized appreciation of investment securities, foreign
    currency contracts, futures contracts and option
    contracts                                                   1,540,213,356      2,919,456,432
================================================================================================
                                                              $18,632,889,781    $24,977,061,625
________________________________________________________________________________________________
================================================================================================

See Notes to Financial Statements.

FS-23


NOTES TO FINANCIAL STATEMENTS
December 31, 2001

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

AIM Value Fund (the "Fund") is a series portfolio of AIM Funds Group (the "Trust"). The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company consisting of twelve separate portfolios, each having an unlimited number of shares of beneficial interest. The Fund currently offers three different classes of shares: Class A shares, Class B shares and Class C shares. Class A shares are sold with a front-end sales charge. Class B shares and Class C shares are sold with a contingent deferred sales charge. Matters affecting each portfolio or class will be voted on exclusively by the shareholders of such portfolio or class. The assets, liabilities and operations of each portfolio are accounted for separately. Information presented in these financial statements pertains only to the Fund. The Fund's investment objective is to achieve long-term growth of capital. Income is a secondary objective.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Fund in the preparation of its financial statements.

A. Security Valuations -- Securities, including restricted securities, are valued according to the following policy. A security listed or traded on an exchange (except convertible bonds) is valued at its last sales price as of the close of the customary trading session 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 security reported on the NASDAQ National Market System is valued at the last sales price as of the close of the customary trading session on the valuation date or absent a last sales price, at the closing bid price. Debt obligations (including convertible bonds) are valued on the basis of prices provided by an independent pricing service. Prices provided by the pricing service may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as yield, type of issue, coupon rate and maturity date. 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 asked prices. Securities for which market quotations are not readily available or are questionable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in a manner specifically authorized by the Board of Trustees. Short-term obligations having 60 days or less to maturity are valued at amortized cost which approximates market value. 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 New York Stock Exchange ("NYSE").
Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Generally, trading in 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 the Fund's shares are determined as of the close of the respective markets. Occasionally, 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 which would not be reflected in the computation of the Fund's net asset value. If a development/ event is so significant that there is a reasonably high degree of certainty as to both the effect and the degree of effect that the development/event has actually caused that closing price to no longer reflect actual value, the closing prices, as determined at the close of the applicable foreign market, may be adjusted to reflect the fair value of the affected foreign securities as of the close of the NYSE as determined in good faith by or under the supervision of the Board of Trustees.

B. Securities Transactions and Investment Income -- Securities transactions are accounted for on a trade date basis. Realized gains or losses on sales are computed on the basis of specific identification of the securities sold. Interest income is recorded on the accrual basis from settlement date. Dividend income is recorded on the ex-dividend date.
On December 31, 2001, undistributed net investment income was increased by $94,418,007, undistributed net realized gains increased by $87,361 and shares of beneficial interest decreased by $94,505,368 as a result of net operating loss reclassifications, foreign currency reclassifications and other reclassifications. Net assets of the Fund were unaffected by the reclassifications discussed above.

C. Distributions -- Distributions from income and net realized capital gains, if any, are generally paid annually and recorded on ex-dividend date. The Fund may elect to use a portion of the proceeds from redemptions as distributions for federal income tax purposes.

D. Federal Income Taxes -- The Fund intends to comply with the requirements of the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will not be subject to federal income taxes on otherwise taxable income (including net realized capital gains) which is distributed to shareholders. Therefore, no provision for federal income taxes is recorded in the financial statements.
The Fund has a capital loss carryforward of $1,670,556,615 as of December 31, 2001 which may be carried forward to

FS-24


offset future taxable gains, if any, which expires, if not previously utilized, in the year 2009. As of December 31, 2001 the fund has a post-October capital loss deferral of $103,779,442 which will be recognized in the following tax year.

E. Foreign Currency Translations -- Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at date of valuation. Purchases and sales of portfolio securities and income items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Fund does not separately account for the portion of the results of operations resulting from changes in foreign exchange rates on investments and the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

F. Foreign Currency Contracts -- A foreign currency contract is an obligation to purchase or sell a specific currency for an agreed-upon price at a future date. The Fund may enter into a foreign currency contract to attempt to minimize the risk to the Fund from adverse changes in the relationship between currencies. The Fund may also enter into a foreign currency contract for the purchase or sale of a security denominated in a foreign currency in order to "lock in" the U.S. dollar price of that security. The Fund could be exposed to risk if counterparties to the contracts are unable to meet the terms of their contracts or if the value of the foreign currency changes unfavorably.

Outstanding foreign currency contracts at December 31, 2001 were as follows:

                              CONTRACT TO                            UNREALIZED
SETTLEMENT             --------------------------                   APPRECIATION
   DATE     CURRENCY     DELIVER       RECEIVE         VALUE       (DEPRECIATION)
----------  --------   -----------   ------------   ------------   --------------
 02/28/02     CAD      438,750,000   $276,641,943   $275,563,529     $1,078,414
---------------------------------------------------------------------------------
 02/28/02     EUR      140,300,000    123,970,996    124,823,788       (852,792)
=================================================================================
                                     $400,612,939   $400,387,317     $  225,622
_________________________________________________________________________________
=================================================================================

G. Covered Call Options -- The Fund may write call options, on a covered basis; that is, the Fund will own the underlying security. When the Fund writes a covered call option, an amount equal to the premium received by the Fund is recorded as an asset and an equivalent liability. The amount of the liability is subsequently "marked-to-market" to reflect the current market value of the option written. The current market value of a written option is the mean between the last bid and asked prices on that day. If a written call option expires on the stipulated expiration date, or if the Fund enters into a closing purchase transaction, the Fund realizes a gain (or a loss if the closing purchase transaction exceeds the premium received when the option was written) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a written option is exercised, the Fund realizes a gain or a loss from the sale of the underlying security and the proceeds of the sale are increased by the premium originally received.

H. Futures Contracts -- The Fund may purchase or sell futures contracts as a hedge against changes in market conditions. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities as collateral for the account of the broker (the Fund's agent in acquiring the futures position). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by "marking to market" on a daily basis to reflect the market value of the contracts at the end of each day's trading. Variation margin payments are made or received depending upon whether unrealized gains or losses are incurred. When the contracts are closed, the Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and the Fund's basis in the contract. Risks include the possibility of an illiquid market and that a change in value of the contracts may not correlate with changes in the value of the securities being hedged.

I. Expenses -- Distribution expenses directly attributable to a class of shares are charged to those classes' operations. All other expenses which are attributable to more than one class are allocated among the classes based on relative net assets.

NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Trust has entered into a master investment advisory agreement with A I M Advisors, Inc. ("AIM"). Under the terms of the investment advisory agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.80% of the first $150 million of the Fund's average daily net assets, plus 0.625% of the Fund's average daily net assets in excess of $150 million. Effective July 1, 2000, AIM has agreed to waive advisory fees payable by the Fund to AIM at the annual rate of 0.025% for each $5 billion increment in net assets over $5 billion, up to a maximum waiver of 0.175% on net assets in excess of $35 billion. AIM has voluntarily agreed to waive advisory fees of the Fund in the amount of 25% of the advisory fee AIM receives from the affiliated money market fund of which the Fund has invested. For the year ended December 31, 2001, AIM waived fees of $8,961,757.
The Fund, pursuant to a master administrative services agreement with AIM, has agreed to pay AIM for certain administrative costs incurred in providing accounting services to the Fund. For the year ended December 31, 2001, AIM was paid $833,469 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and shareholder services to the Fund. During the year ended December 31, 2001, AFS was paid $22,072,135 for such services.
The Trust has entered into master distribution agreements with A I M Distributors, Inc. ("AIM Distributors") to serve as the distributor for the Class A, Class B and Class C shares of the Fund. The Trust has adopted plans pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A shares, Class B shares and Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM Distributors compensation at the annual rate of 0.25% of the Fund's average daily net assets of Class A shares

FS-25


and 1.00% of the average daily net assets of Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B or Class C shares to selected dealers and financial institutions who furnish continuing personal shareholder services to their customers who purchase and own the appropriate class of shares of the Fund. Any amounts not paid as a service fee under the Plans would constitute an asset- based sales charge. The Plans also impose a cap on the total sales charges, including asset-based sales charges that may be paid by the respective classes. For the year ended December 31, 2001, the Class A, Class B and Class C shares paid AIM Distributors $24,169,158, $105,895,470 and $10,844,420, respectively, as compensation under the Plans.
AIM Distributors received commissions of $2,026,998 from sales of the Class A shares of the Fund during the year ended December 31, 2001. Such commissions are not an expense of the Fund. They are deducted from, and are not included in, the proceeds from sales of Class A shares. During the year ended December 31, 2001, AIM Distributors received $502,677 in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and trustees of the Trust are officers and directors of AIM, AFS and AIM Distributors.
During the year ended December 31, 2001, the Fund paid legal fees of $44,446 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the Board of Trustees. A member of that firm is a trustee of the Trust.

NOTE 3-INDIRECT EXPENSES

For the year ended December 31, 2001, the Fund received reductions in transfer agency fees from AFS (an affiliate of AIM) of $300,621 which resulted in a reduction of the Fund's total expenses of $300,621.

NOTE 4-TRUSTEES' FEES

Trustees' fees represent remuneration paid to trustees who are not an "interested person" of AIM. The Trust invests trustees' fees, if so elected by a trustee, in mutual fund shares in accordance with a deferred compensation plan.

NOTE 5-BANK BORROWINGS

The Fund is a participant in a committed line of credit facility with a syndicate administered by Citibank, N.A. The Fund may borrow up to the lesser of
(i) $1,000,000,000 or (ii) the limits set by its prospectus for borrowings. The Fund and other funds advised by AIM which are parties to the line of credit may borrow on a first come, first served basis. During the year ended December 31, 2001, the Fund did not borrow under the line of credit agreement. The funds which are party to the line of credit are charged a commitment fee of 0.09% on the unused balance of the committed line. The commitment fee is allocated among the funds based on their respective average net assets for the period.

NOTE 6-PORTFOLIO SECURITIES LOANED

The Fund may lend portfolio securities to the extent of one-third of the Fund's total assets. Such loans are secured by collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Cash collateral pursuant to these loans is invested in short-term money market instruments or affiliated money market funds. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the securities loaned were to increase and the borrower did not increase the collateral accordingly, and the borrower fails to return the securities. It is the Fund's policy to obtain additional collateral from or return excess collateral to the borrower by the end of the next business day. Therefore, the value of the collateral may be temporarily less than the value of the securities on loan.
At December 31, 2001, securities with an aggregate value of $298,716,122 were on loan to brokers. The loans were secured by cash collateral of $306,480,800 received by the Fund and subsequently invested in the affiliated money market fund STIC Liquid Assets Portfolio. For the year ended December 31, 2001, the Fund received fees of $520,323 for securities lending.

NOTE 7-DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL

The tax character of distributions paid during 2001 and 2000 was as follows:

                                  2001             2000
                               -----------    --------------
Distributions paid from:
  Ordinary income              $        --    $  146,286,027
------------------------------------------------------------
  Long-term capital gain        26,011,804     2,302,049,336
============================================================
                               $26,011,804    $2,448,335,363
____________________________________________________________
============================================================

As of December 31, 2001, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

Capital loss carryforward                  $(1,670,556,615)
----------------------------------------------------------
Unrealized appreciation                      1,397,156,365
==========================================================
                                           $  (273,400,250)
__________________________________________________________
==========================================================

The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales, the tax deferral of capital losses incurred after October 31, the realization for tax purposes of unrealized gains on certain forward foreign currency contracts and futures contracts, and other deferrals.

FS-26


NOTE 8-INVESTMENT SECURITIES

The aggregate amount of investment securities (other than short-term securities) purchased and sold by the Fund during the year ended December 31, 2001 was $7,489,205,596 and $9,521,891,583, respectively.
The amount of unrealized appreciation (depreciation) of investment securities, for tax purposes, as of December 31, 2001 is as follows:

Aggregate unrealized appreciation of
  investment securities                    $ 3,087,431,580
----------------------------------------------------------
Aggregate unrealized (depreciation) of
  investment securities                     (1,585,658,734)
==========================================================
Net unrealized appreciation of investment
  securities                               $ 1,501,772,846
__________________________________________________________
==========================================================
Cost of investments for tax purposes is $17,245,423,827.

NOTE 9-FUTURES CONTRACTS

On December 31, 2001, $19,103,864 principal amount of U.S. Treasury obligations were pledged as collateral to cover margin requirements for open futures contracts. Open futures contracts as of December 31, 2001 were as follows:

                 NO. OF       MONTH/                      UNREALIZED
CONTRACT        CONTRACTS   COMMITMENT    MARKET VALUE   APPRECIATION
--------        ---------   -----------   ------------   ------------
S&P 500 Index      750      Mar-02/Long   $215,475,000    $3,917,569
_____________________________________________________________________
=====================================================================

NOTE 10-CALL OPTION CONTRACTS

Transactions in call options written during the year ended December 31, 2001 are summarized as follows:

                                                                CALL OPTION CONTRACTS
                                                              -------------------------
                                                              NUMBER OF      PREMIUMS
                                                              CONTRACTS      RECEIVED
                                                              ---------    ------------
Beginning of year                                               86,390     $ 76,053,069
---------------------------------------------------------------------------------------
Closed                                                         (17,000)     (10,569,566)
---------------------------------------------------------------------------------------
Exercised                                                      (32,000)     (26,673,189)
---------------------------------------------------------------------------------------
Expired                                                        (37,390)     (38,810,314)
=======================================================================================
End of year                                                         --     $         --
_______________________________________________________________________________________
=======================================================================================

NOTE 11-SHARE INFORMATION

Changes in shares outstanding during the years ended December 31, 2001 and 2000 were as follows:

                                                                        2001                               2000
                                                           -------------------------------    -------------------------------
                                                              SHARES           AMOUNT            SHARES           AMOUNT
                                                           ------------    ---------------    ------------    ---------------
Sold:
  Class A                                                    99,493,160    $ 1,142,786,605     630,010,408    $ 3,156,759,316
-----------------------------------------------------------------------------------------------------------------------------
  Class B                                                    53,393,062        589,020,838     703,853,509      2,552,273,834
-----------------------------------------------------------------------------------------------------------------------------
  Class C                                                    14,110,226        155,875,910      87,455,815        904,931,025
=============================================================================================================================
Issued as reinvestment of dividends:
  Class A                                                     1,047,730         11,046,064      83,714,399      1,028,837,590
-----------------------------------------------------------------------------------------------------------------------------
  Class B                                                     1,221,981         12,181,662      99,085,297      1,163,271,351
-----------------------------------------------------------------------------------------------------------------------------
  Class C                                                       126,038          1,257,875      10,150,935        119,273,711
=============================================================================================================================
Reacquired:
  Class A                                                  (215,650,396)    (2,419,078,285)    (75,280,734)    (2,515,265,880)
-----------------------------------------------------------------------------------------------------------------------------
  Class B                                                  (208,566,724)    (2,224,654,892)    (60,835,163)    (1,928,549,413)
-----------------------------------------------------------------------------------------------------------------------------
  Class C                                                   (28,342,494)      (304,149,681)    (10,212,288)      (250,111,567)
=============================================================================================================================
                                                           (283,167,417)   $(3,035,713,904)   1,467,942,178   $ 4,231,419,967
_____________________________________________________________________________________________________________________________
=============================================================================================================================

FS-27


NOTE 12-FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights for a share of the Fund outstanding throughout the periods indicated.

                                                                                           CLASS A
                                                             --------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,
                                                             --------------------------------------------------------------------
                                                                2001       2000(a)(b)       1999(a)       1998(a)       1997(a)
                                                             ----------    -----------    -----------    ----------    ----------
Net asset value, beginning of period                         $    12.51    $     16.28    $     13.40    $    10.81    $     9.72
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                       --          (0.04)         (0.01)         0.03          0.05
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (1.63)         (2.42)          3.97          3.46          2.26
=================================================================================================================================
    Total from investment operations                              (1.63)         (2.46)          3.96          3.49          2.31
=================================================================================================================================
Less distributions:
  Dividends from net investment income                               --             --             --         (0.03)        (0.01)
---------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.01)         (1.31)         (1.08)        (0.87)        (1.21)
=================================================================================================================================
    Total distributions                                           (0.01)         (1.31)         (1.08)        (0.90)        (1.22)
=================================================================================================================================
Net asset value, end of period                               $    10.87    $     12.51    $     16.28    $    13.40    $    10.81
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(c)                                                  (12.99)%       (14.95)%        29.95%        32.76%        23.95%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                     $8,502,699    $11,223,504    $12,640,073    $8,823,094    $6,745,253
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 1.08%(d)        1.00%         1.00%         1.00%         1.04%
---------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                              1.12%(d)        1.04%         1.02%         1.02%         1.06%
=================================================================================================================================
Ratio of net investment income (loss) to average net assets       (0.03)%(d)       (0.11)%       (0.09)%       0.26%         0.57%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                              38%            67%            66%          113%          137%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Per share information and shares have been restated to reflect a 3 for 1 stock split, effected in the form of a 200% stock dividend on November 10, 2000.
(b) Calculated using average shares outstanding.
(c) Does not include sales charges.
(d) Ratios are based on average daily net assets of $9,667,663,277.

                                                                                           CLASS B
                                                             --------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,
                                                             --------------------------------------------------------------------
                                                                2001       2000(a)(b)     1999(a)(b)      1998(a)       1997(a)
                                                             ----------    -----------    -----------    ----------    ----------
Net asset value, beginning of period                         $    11.94    $     15.73    $     13.08    $    10.63    $     9.64
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    (0.09)         (0.31)         (0.13)        (0.06)        (0.02)
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   (1.54)         (2.17)          3.86          3.38          2.22
=================================================================================================================================
    Total from investment operations                              (1.63)         (2.48)          3.73          3.32          2.20
=================================================================================================================================
Less distributions from net realized gains:                       (0.01)         (1.31)         (1.08)        (0.87)        (1.21)
=================================================================================================================================
Net asset value, end of period                               $    10.30    $     11.94    $     15.73    $    13.08    $    10.63
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(c)                                                  (13.61)%       (15.65)%        28.94%        31.70%        22.96%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                     $9,186,980    $12,491,366    $14,338,087    $9,680,068    $6,831,796
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                 1.84%(d)        1.77%         1.79%         1.80%         1.85%
---------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                              1.88%(d)        1.81%         1.81%         1.82%         1.87%
=================================================================================================================================
Ratio of net investment income (loss) to average net assets       (0.79)%(d)       (0.89)%       (0.88)%      (0.54)%       (0.24)%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                              38%            67%            66%          113%          137%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Per share information and shares have been restated to reflect a 3 for 1 stock split, effected in the form of a 200% stock dividend on November 10, 2000.
(b) Calculated using average shares outstanding.
(c) Does not include contingent deferred sales charges.
(d) Ratios are based on average daily net assets of $10,589,546,984.

FS-28


NOTE 12-FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                          CLASS C
                                                           ----------------------------------------------------------------------
                                                                                                                  AUGUST 4, 1997
                                                                                                                 (DATE OPERATIONS
                                                                        YEAR ENDED DECEMBER 31,                     COMMENCED)
                                                           --------------------------------------------------    TO DECEMBER 31,
                                                             2001      2000(a)(b)    1999(a)(b)    1998(a)(b)        1997(a)
                                                           --------    ----------    ----------    ----------    ----------------
Net asset value, beginning of period                       $  11.95    $   15.74      $  13.09      $  10.63         $ 11.86
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                (0.09)       (0.31)        (0.13)        (0.06)             --
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                               (1.54)       (2.17)         3.86          3.39           (0.02)
=================================================================================================================================
    Total from investment operations                          (1.63)       (2.48)         3.73          3.33           (0.02)
=================================================================================================================================
Less distributions from net realized gains:                   (0.01)       (1.31)        (1.08)        (0.87)          (1.21)
=================================================================================================================================
Net asset value, end of period                             $  10.31    $   11.95      $  15.74      $  13.09         $ 10.63
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(c)                                              (13.60)%     (15.62)%       28.92%        31.72%          (0.08)%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                   $943,211    $1,262,192     $860,859      $212,095         $32,900
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                             1.84%(d)      1.77%        1.79%         1.80%           1.84%(e)
---------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers                                          1.88%(d)      1.81%        1.81%         1.82%           1.86%(e)
=================================================================================================================================
Ratio of net investment loss to average net assets            (0.79)%(d)     (0.88)%     (0.88)%       (0.54)%         (0.23)%(e)
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate                                          38%          67%           66%          113%            137%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Per share information and shares have been restated to reflect a 3 for 1 stock split, effected in the form of a 200% stock dividend on November 10, 2000.
(b) Calculated using average shares outstanding.
(c) Does not include contingent deferred sales charges and is not annualized for periods less than one year.
(d) Ratios are based on average daily net assets of $1,084,442,024.
(e) Annualized.

FS-29


PART C

OTHER INFORMATION

Exhibit
Number

a   (1)  -     (a) Amended and Restated Agreement and Declaration of Trust,
               dated November 5, 1998.(6)

         -     (b) Amendment No. 1, dated December 21, 1998, to Amended and
               Restated Agreement and Declaration of Trust.(6)

         -     (c) Amendment No. 2, dated June 1, 2000, to Amended and Restated
               Agreement and Declaration of Trust.(10)

         -     (d) Amendment No. 3, dated June 14, 2000, to Amended and Restated
               Agreement and Declaration of Trust.(10)

         -     (e) Amendment No. 4, dated September 22, 2000, to Amended and
               Restated Agreement and Declaration of Trust.(11)

         -     (f) Amendment No. 5, dated December 12, 2000, to Amended and
               Restated Agreement and Declaration of Trust.(12)

         -     (g) Amendment No. 6, dated December 13, 2000, to Amended and
               Restated Agreement and Declaration of the Trust.(13)

         -     (h) Amendment No. 7, dated March 14, 2001, to Amended and
               Restated Agreement and Declaration of Trust.(13)

         -     (i) Amendment No. 8, dated June 12, 2001, to Amended and Restated
               Agreement and Declaration of Trust.(14)

         -     (j) Amendment No. 9, dated July 13, 2001, to Amended and Restated
               Agreement and Declaration of Trust.(14)

         -     (k) Amendment No. 10, dated September 28, 2001, to Amended and
               Restated Agreement and Declaration of Trust.(15)

         -     (l) Amendment No. 11, dated December 11, 2001, to Amended and
               Restated Agreement and Declaration of Trust.(16)

b   (1)  -     (a) Amended and Restated Bylaws, dated November 5, 1999. (6)

         -     (b) First Amendment, adopted June 9, 1999, to Amended and
               Restated Bylaws.(8)

         -     (c) Amendment No. 2, adopted June 14, 2000, to Amended and
               Restated Bylaws.(10)

c        -     Articles II, VI, VII and VIII of the Amended and Restated
               Agreement and Declaration of Trust, as amended, and Articles IV
               and VI of the Amended and Restated Bylaws, as amended, as
               previously filed, define rights of holders of shares.(6)

d   (1)  -     (a) Master Investment Advisory Agreement, dated June 1, 2000,
               between the Registrant and A I M Advisors, Inc.(10)

         -     (b) Amendment No. 1, dated August 30, 2000, to the Master
               Investment Advisory Agreement, dated June 1, 2000, between
               Registrant and A I M Advisors, Inc.(11)

C-1

- (c) Amendment No. 2, dated December 27, 2000, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc.(13)

- (d) Amendment No. 3, dated September 28, 2001, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc.(15)

- (e) Amendment No. 4, dated December 27, 2001, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc.(18)

e   (1)  -     (a) Second Amended and Restated Master Distribution Agreement,
               dated July 1, 2000, between Registrant (with respect to its Class
               A Shares and Class C Shares) and A I M Distributors, Inc.(11)

         -     (b) Amendment No. 1, dated as of August 30, 2000, to the Second
               Amended and Restated Master Distribution Agreement between
               Registrant (with respect to its Class A Shares and Class C
               Shares) and A I M Distributors, Inc.(11)

         -     (c) Amendment No. 2, dated December 27, 2000, to the Second
               Amended and Restated Master Distribution Agreement between
               Registrant (with respect to its Class A Shares and Class C
               Shares) and A I M Distributors, Inc.(13)

         -     (d) Amendment No. 3, dated September 28, 2001, to the Second
               Amended and Restated Master Distribution Agreement, dated July 1,
               2000, between Registrant (with respect to its Class A Shares and
               Class C Shares) and A I M Distributors, Inc.(15)


         -     (e) Amendment No. 4, dated December 27, 2001, to the Second
               Amended and Restated Master Distribution Agreement, dated July 1,
               2000, between Registrant (with respect to its Class A and Class C
               Shares) and A I M Distributors, Inc.(18)

- (f) Amendment No. 5, dated March 15, 2002, to the Second Amended and Restated Master Distribution Agreement, dated July 1, 2000, between Registrant (with respect to its Class A, Class C and Institutional Class Shares) and A I M Distributors, Inc.(18)

    (2)  -     (a) First Amended and Restated Master Distribution Agreement,
               dated December 31, 2000, between Registrant (with respect to its
               Class B shares) and A I M Distributors, Inc.(13)

         -     (b) Amendment No. 1, dated September 28, 2001, to the First
               Amended and Restated Master Distribution Agreement, dated
               December 31, 2000, between Registrant (with respect to its Class
               B Shares) and A I M Distributors, Inc.(15)


         -     (c) Amendment No. 2, dated December 27, 2001, to the First
               Amended and restated Master Distribution Agreement, dated
               December 31, 2000, between Registrant (with respect to Class B
               Shares) and A I M Advisors, Inc.(18)


    (3)  -     Form of Selected Dealer Agreement between A I M Distributors,
               Inc. and selected dealers.(13)

    (4)  -     Form of Bank Selling Group Agreement between A I M Distributors,
               Inc. and banks.(6)

f   (1)  -     AIM Funds Retirement Plan for Eligible Directors/Trustees,
               effective as of March 8, 1994, as restated September 11, 1995, as
               restated March 7, 2000, and as restated October 1, 2001.(16)

    (2)  -     Form of Director Deferred Compensation Agreement for Registrant's
               Non-Affiliated Directors, as amended March 7, 2000 and September
               28, 2001.(16)

g   (1)  -     (a) Master Custodian Contract, dated May 1, 2000, between the
               Registrant and State Street Bank and Trust Company.(11)

                                      C-2

         -     (b) Amendment, dated May 1, 2000, to the Master Custodian
               Contract, dated May 1, 2000, between Registrant and State Street
               Bank and Trust Company.(11)

         -     (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)


    (2)  -     (a) Subcustodian Agreement, dated September 9, 1994, among the
               Registrant, Texas Commerce Bank National Association, State
               Street Bank and Trust Company and A I M Fund Services, Inc.(2)

         -     (b) Amendment No. 1, dated October 2, 1998 to Subcustodian
               Agreement, dated September 9, 1994, among the Registrant, Chase
               Bank of Texas N.A. (formerly Texas Commerce Bank), State Street
               Bank and Trust Company and A I M Fund Services, Inc.(8)

    (3)  -     Foreign Assets Delegation Agreement, dated June 29, 2001, between
               A I M Advisors, Inc. and Registrant.(16)

h   (1)  -     (a) Transfer Agency and Service Agreement, dated as of November
               1, 1994, between the Registrant and A I M Fund Services, Inc.(1)

         -     (b) Amendment No. 1, dated August 4, 1997, to the Transfer Agency
               and Service Agreement, dated as of November 1, 1994, between
               Registrant and A I M Fund Services, Inc.(5)

         -     (c) Amendment No. 2, dated January 1, 1999, to the Transfer
               Agency and Service Agreement, dated as of November 1, 1994,
               between Registrant and A I M Fund Services, Inc.(8)

         -     (d) Amendment No. 3, dated July 1, 2000, to the Transfer Agency
               and Service Agreement, dated as of November 1, 1994, between
               Registrant and A I M Fund Services, Inc.(11)


         -     (e) Amendment No. 4, dated March 4, 2002, to the Transfer Agency
               and Service Agreement, dated as of November 1, 1994, between
               Registrant and A I M Fund Services, Inc.(18)


    (2)  -     (a) Remote Access and Related Service Agreement, dated as of
               December 23, 1994, between the Registrant and First Data Investor
               Services Group, Inc. (formerly, The Shareholder Services Group,
               Inc.).(2)

         -     (b) Amendment No. 1, effective October 4, 1995, to the Remote
               Access and Related Services Agreement, dated as of December 23,
               1994, between the Registrant and First Data Investor Services
               Group, Inc.(2)

         -     (c) Addendum No. 2, effective October 12, 1995, to the Remote
               Access and Related Services Agreement, dated as of December 23,
               1994, between the Registrant and First Data Investor Services
               Group, Inc.(2)

         -     (d) Amendment No. 3, effective February 1, 1997, to the Remote
               Access and Related Services Agreement, dated December 23, 1994,
               between the Registrant and First Data Investor Services Group,
               Inc.(4)

         -     (e) Amendment No. 4, dated June 30, 1998, to the Remote Access
               and Related Services Agreement, dated December 23, 1994, between
               Registrant and First Data Investor Services Group, Inc.(6)

C-3

         -     (f) Amendment No. 5, dated July 1, 1998, to the Remote Access and
               Related Services Agreement, dated December 23, 1994, between
               Registrant and First Data Investor Services Group, Inc. was filed
               electronically as an Exhibit to Post-Effective Amendment No. 75
               on February 12, 1999, and is hereby incorporated by reference.(6)

         -     (g) Exhibit 1, effective as of August 4, 1997, to the Remote
               Access and Related Services Agreement, dated December 23, 1994,
               between the Registrant and First Data Investor Services Group,
               Inc.(5)

         -     (h) Amendment No. 6, dated August 30, 1999, to the Remote Access
               and Related Services Agreement, dated December 23, 1994, between
               Registrant and First Data Investor Services Group, Inc.(8)

         -     (i) Amendment No. 7, dated February 29, 2000, to the Remote
               Access and Related Services Agreement, dated December 23, 1994,
               between Registrant and First Data Investor Services Group,
               Inc.(11)

         -     (j) Amendment No. 8, dated June 26, 2000, to the Remote Access
               and Related Services Agreement for AccessTA Services, dated
               December 23, 1994, between Registrant and PFPC Inc. (formerly
               known as First Data Investor Services Group, Inc.).(14)

         -     (k) Amendment No. 9, dated June 26, 2000, to the Remote Access
               and Related Services Agreement for IMPRESS--Trademark-- Services,
               dated December 23, 1994, between Registrant and PFPC Inc. (14)

         -     (l) Amendment No. 10, dated July 28, 2000, to the Remote Access
               and Related Services Agreement, dated December 23, 1994, between
               Registrant and PFPC Inc.(14)

    (3)  -     Preferred Registration Technology Escrow Agreement, dated
               September 10, 1997, between the Registrant and First Data
               Investor Services Group, Inc.(5)

    (4)  -     Shareholder Sub-Accounting Services Agreement, dated as of
               October 1, 1993, between the Registrant and PFPC Inc. (formerly
               known as First Data Investor Services Group, Inc.), Financial
               Data Services, Inc. and Merrill, Lynch, Pierce, Fenner & Smith
               Incorporated.(2)

    (5)  -     (a) Master Administrative Services Agreement, dated June 1, 2000,
               between the Registrant and A I M Advisors, Inc.(10)

         -     (b) Amendment No. 1, dated August 30, 2000, to the Master
               Administrative Services Agreement, dated June 1, 2000, between
               Registrant and A I M Advisors, Inc.(11)

         -     (c) Amendment No. 2, dated December 27, 2000, to the Master
               Administrative Services Agreement, dated June 1, 2000, between
               Registrant and A I M Advisors, Inc.(13)

         -     (d) Amendment No. 3, dated September 28, 2001, to the Master
               Administrative Services Agreement, dated June 1, 2000, between
               Registrant and A I M Advisors, Inc.(15)


         -     (e) Amendment No. 4, dated December 27, 2001, to the Master
               Administrative Services Agreement, dated June 1, 2000, between
               Registrant and A I M Advisors, Inc.(18)


    (6)  -     Memorandum of Agreement regarding securities lending, dated June
               1, 2000, between Registrant, with respect to all Funds, and A I M
               Advisors, Inc.(13)

    (7)  -     Interfund Loan Agreement, dated September 18, 2001, between
               Registrant and A I M Advisors, Inc.(15)


i        -     Opinion and Consent - None.

C-4

j   (1)  -     Consent of PricewaterhouseCoopers LLP.(18)

    (2)  -     Consent of Ballard Spahr Andrews & Ingersoll, LLP.(18)

k        -     Omitted Financial Statements - None.

l   (1)  -     Initial Capitalization Agreement for AIM European Small Company
               Fund, AIM International Emerging Growth Fund, AIM New Technology
               Fund, AIM Small Cap Equity Fund and AIM Value II Fund.(11)

    (2)  -     Initial Capitalization Agreement for AIM Worldwide Spectrum
               Fund.(13)

    (3)  -     Initial Capitalization Agreement for AIM Basic Balanced Fund.(15)


    (4)  -     Initial Capitalization Agreement for AIM Mid Cap Basic Value
               Fund.(18)


m   (1)  -     (a) Fifth Amended and Restated Master Distribution Plan, dated
               July 1, 2000 for Registrant's Class A Shares and Class C
               Shares.(11)

         -     (b) Amendment No. 1, dated as of August 30, 2000, to the Fifth
               Amended and Restated Master Distribution Plan, dated July 1, 2000
               for Registrant's Class A Shares and Class C Shares.(11)

         -     (c) Amendment No. 2, dated as of December 27, 2000, to the Fifth
               Amended and Restated Master Distribution Plan, dated July 1, 2000
               for Registrant's Class A Shares and Class C Shares.(13)

         -     (d) Amendment No. 3, dated September 28, 2001, to the Fifth
               Amended and Restated Master Distribution Plan, dated July 1, 2000
               for Registrant's Class A Shares and Class C Shares.(15)


         -     (e) Amendment No. 4, dated December 27, 2001, to the Fifth
               Amended and Restated Master Distribution Plan, dated July 1,
               2000, for Registrant's Class A and Class C Shares.(18)


    (2)  -     (a) Third Amended and Restated Master Distribution Plan, dated
               December 31, 2000, for Registrant's Class B Shares.(13)

         -     (b) Amendment No. 1, dated September 28, 2001, to the Third
               Amended and Restated Master Distribution Plan, dated December 31,
               2000, for Registrant's Class B Shares.(15)


         -     (c) Amendment No. 2, dated December 27, 2001, to the Third
               Amended and Restated Master Distribution Plan, dated December 31,
               2000, for Registrant's Class B Shares.(18)


    (3)  -     Form of Shareholder Service Agreement to be used in connection
               with Registrant's Master Distribution Plan.(15)

    (4)  -     Form of Bank Shareholder Service Agreement to be used in
               connection with Registrant's Master Distribution Plan.(15)

    (5)  -     Form of Variable Group Annuity Contractholder Service Agreement
               to be used in connection with Registrant's Master Distribution
               Plan.(15)

    (6)  -     Form of Agency Pricing Agreement to be used in connection with
               Registrant's Master Distribution Plan.(15)

C-5

    (7)  -     Forms of Service Agreement for Bank Trust Departments and for
               Brokers for Bank Trust Departments to be used in connection with
               Registrant's Master Distribution Plan.(15)

    (8)  -     Form of Shareholder Service Agreement for Shares of the AIM
               Mutual Funds.(15)


n   (1)  -     First Amended and Restated Multiple Class Plan of The AIM Family
               of Funds, effective December 12, 2001, as amended and restated
               March 4, 2002.(18)


o        -     Reserved

p   (1)  -     The A I M Management Group Inc. Code of Ethics, as revised
               February 24, 2000.(11)

    (2)  -     AIM Funds Code of Ethics of the Registrant, effective September
               23, 2000.(11)

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

(1) Incorporated by reference to PEA No. 70, filed on November 17, 1995.

(2) Incorporated by reference to PEA No. 71, filed on April 26, 1996.

(3) Incorporated by reference to PEA No. 72, filed on April 28, 1997.

(4) Incorporated by reference to PEA No. 73, filed on July 25, 1997.

(5) Incorporated by reference to PEA No. 74, filed on February 27, 1998.

(6) Incorporated by reference to PEA No. 75, filed on February 12, 1999.

(7) Incorporated by reference to PEA No. 76, filed on April 15, 1999.

(8) Incorporated by reference to PEA No. 77, filed on March 9, 2000.

(9) Incorporated by reference to PEA No. 78, filed on March 13, 2000.

(10) Incorporated by reference to PEA No. 80, filed on June 15, 2000.

(11) Incorporated by reference to PEA No. 81, filed on September 29, 2000.

(12) Incorporated by reference to PEA No. 82, filed on December 13, 2000.

(13) Incorporated by reference to PEA No. 84, filed on April 27, 2001.

(14) Incorporated by reference to PEA No. 85, filed on July 13, 2001.

(15) Incorporated by reference to PEA No. 86, filed on October 12, 2001.

(16) Incorporated by reference to PEA No. 87, filed on January 2, 2002.

(17) Incorporated by reference to PEA No. 88, filed on March 1, 2002.

(18) Filed herewith electronically.

Item 24. Persons Controlled by or Under Common Control with the Fund

None.

Item 25. Indemnification

The Registrant's Amended and Restated Agreement and Declaration of Trust, dated November 5, 1998, as amended, provides, among other things
(i) that trustees shall not be liable for any act or omission or any conduct whatsoever (except for liabilities to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of duty); (ii) for the indemnification by the Registrant of the trustees and officers to the fullest extent permitted by the Delaware Business Trust Act and Bylaws; and (iii) that the shareholders and former shareholders of the Registrant are held harmless by the Registrant (or applicable portfolio or class) from personal liability arising from their status as such, and are indemnified by the Registrant (or applicable portfolio or class) against all loss and expense arising from such personal liability in accordance with the Registrant's Bylaws and applicable law.

A I M Advisors, Inc., the Registrant and other investment companies managed by A I M Advisors, Inc., their respective officers, trustees, directors and employees (the "Insured Parties") are insured under a joint Mutual Fund and Investment Advisory Professional and Directors and Officers Liability Policy, issued by ICI Mutual Insurance Company, with a $35,000,000 limit of liability.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 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

C-6

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 connection with the successful defense of any action suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the shares 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 and be governed by final adjudication of such issue.

Item 26. Business and Other Connections of the Investment Advisor

The only employment of a substantial nature of the Advisor's directors and officers is with the Advisor 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 Advisor Funds
AIM Equity Funds
AIM Floating Rate Fund AIM Growth Series
AIM International Funds, Inc. AIM Investment Funds
AIM Investment Securities Funds AIM Series Trust
AIM Special Opportunities Funds AIM Summit Fund
AIM Tax-Exempt Funds
AIM Variable Insurance Funds

(b)

Name and Principal                       Position and Offices                             Position and Offices
Business Address*                        with Underwriter                                 with Fund
----------------                         ----------------                                 --------------------

Robert H. Graham                         Chairman & Director                              Chairman, President &
                                                                                          Trustee

Michael J. Cemo                          President, Chief Executive Officer               None
                                         & Director

Gary T. Crum                             Director                                         Senior Vice President

James L. Salners                         Executive Vice President                         None

Marilyn M. Miller                        Senior Vice President                            None

Gene L. Needles                          Senior Vice President                            None


* 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173

C-7

Name and Principal                       Position and Offices                             Position and Offices
Business Address*                        with Underwriter                                 with Fund
----------------                         ----------------                                 --------------------

Mark D. Santero                          Senior Vice President                            None

Leslie A. Schmidt                        Senior Vice President                            None

James E. Stueve                          Senior Vice President                            None

Michael C. Vessels                       Senior Vice President                            None

Mary A. Corcoran                         Vice President                                   None

Sidney M. Dilgren                        Vice President                                   None

Tony D. Green                            Vice President                                   None

Dawn M. Hawley                           Vice President & Treasurer                       None

Ofelia M. Mayo                           Vice President, General Counsel                  Assistant Secretary
                                         & Assistant Secretary

Kim T. McAuliffe                         Vice President                                   None

Carol F. Relihan                         Vice President                                   Senior Vice President
                                                                                          & Secretary

Linda L. Warriner                        Vice President                                   None

Kathleen J. Pflueger                     Secretary                                        Assistant Secretary

(c) None.

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 Custodians, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, and the Registrant's Transfer Agent and Dividend Paying Agent, A I M Fund Services, Inc., P. O. Box 4739, Houston, Texas 77210-4739.

Item 29. Management Services

None.

Item 30. Undertakings

Not applicable.


* 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173

C-8

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 April, 2002.

REGISTRANT: AIM FUNDS GROUP

By: /s/ ROBERT H. GRAHAM
   -----------------------------------------
   Robert H. Graham, 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/ ROBERT H. GRAHAM
----------------------       Chairman, Trustee & President         April 26, 2002
  (Robert H. Graham)          (Principal Executive Officer)


/s/ FRANK S. BAYLEY                                                April 26, 2002
----------------------                 Trustee
  (Frank S. Bayley)


/s/ BRUCE L. CROCKETT                                              April 26, 2002
----------------------                 Trustee
 (Bruce L. Crockett)


/s/ ALBERT R. DOWDEN                                               April 26, 2002
----------------------                 Trustee
 (Albert R. Dowden)


/s/ EDWARD K. DUNN, JR.                                            April 26, 2002
----------------------                 Trustee
(Edward K. Dunn, Jr.)


/s/ JACK M. FIELDS                                                 April 26, 2002
----------------------                 Trustee
  (Jack M. Fields)


/s/ CARL FRISCHLING                                                April 26, 2002
----------------------                 Trustee
  (Carl Frischling)


/s/ PREMA MATHAI-DAVIS                                             April 26, 2002
----------------------                 Trustee
 (Prema Mathai-Davis)


/s/ LEWIS F. PENNOCK                                               April 26, 2002
----------------------                 Trustee
  (Lewis F. Pennock)


/s/ RUTH H. QUIGLEY                                                April 26, 2002
----------------------                 Trustee
  (Ruth H. Quigley)


/s/ LOUIS S. SKLAR                                                 April 26, 2002
----------------------                 Trustee
  (Louis S. Sklar)

/s/ DANA R. SUTTON            Vice President & Treasurer           April 26, 2002
----------------------        (Principal Financial and
   (Dana R. Sutton)              Accounting Officer)


INDEX TO EXHIBITS

AIM FUNDS GROUP

Exhibit
Number            Description
-------           -----------

d(1)(e)           Amendment No. 4, dated December 27, 2001, to the Master
                  Investment Advisory Agreement

e(1)(e)           Amendment No. 4, dated December 27, 2001, to the Second
                  Amended and Restated Master Distribution Agreement, dated July
                  1, 2000, between Registrant (with respect to its Class A and
                  Class C Shares) and A I M Distributors, Inc.

e(1)(f)           Amendment No. 5, dated March 15, 2002, to the Second Amended
                  and Restated Master Distribution Agreement, dated July 1,
                  2000, between Registrant (with respect to its Class A, Class C
                  and Institutional Class Shares) and A I M Distributors, Inc.

e(2)(c)           Amendment No. 2, dated December 27, 2001, to the First Amended
                  and restated Master Distribution Agreement, dated December 31,
                  2000, between Registrant (with respect to Class B Shares) and
                  A I M Advisors, Inc.

g(1)(d)           Amendment, dated April 2, 2002, to the Custodian Contract,
                  dated May 1, 2000 between Registrant and State Street Bank and
                  Trust Company

h(1)(e)           Amendment No. 4, dated March 4, 2002, to the Transfer Agency
                  and Service Agreement, dated as of November 1, 1994, between
                  Registrant and A I M Fund Services, Inc.

h(5)(e)           Amendment No. 4, dated December 27, 2001, to the Master
                  Administrative Services Agreement, dated June 1, 2000, between
                  Registrant and A I M Advisors, Inc.

j(1)              Consent of Pricewaterhouse Coopers LLP

j(2)              Consent of Ballard Spahr Andrews Ingersoll, LLP

l(4)              Initial Capitalization Agreement for AIM Mid Cap Basic Value
                  Fund

m(1)(e)           Amendment No. 4, dated December 27, 2001, to the Fifth Amended
                  and Restated Master Distribution Plan, dated July 1, 2000, for
                  Registrant's Class A and Class C Shares

m(2)(c)           Amendment No. 2, dated December 27, 2001, to the Third Amended
                  and Restated Master Distribution Plan, dated December 31,
                  2000, for Registrant's Class B Shares

n(1)              First Amended and Restated Multiple Class Plan of The AIM
                  Family of Funds, effective December 12, 2001 as amended and
                  restated March 4, 2002


EXHIBIT d(1)(e)

AMENDMENT NO. 4
TO
MASTER INVESTMENT ADVISORY AGREEMENT

This Amendment dated as of December 27, 2001, amends the Master Investment Advisory Agreement (the "Agreement"), dated June 1, 2000, between AIM Funds Group, a Delaware business trust, and A I M Advisors, Inc., a Delaware corporation.

WITNESSETH:

WHEREAS, the parties desire to amend the Agreement to add a new portfolio, the AIM Mid Cap Basic Value Fund;

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 Balanced Fund                                                               June 1, 2000

AIM Basic Balanced Fund                                                      September 28, 2001

AIM Global Utilities Fund                                                       June 1, 2000

AIM Select Equity Fund                                                          June 1, 2000

AIM Value Fund                                                                  June 1, 2000

AIM European Small Company Fund                                                August 30, 2000

AIM International Emerging Growth Fund                                         August 30, 2000

AIM Mid Cap Basic Value Fund                                                  December 27, 2001

AIM New Technology Fund                                                        August 30, 2000

AIM Small Cap Equity Fund                                                      August 30, 2000

AIM Value II Fund                                                              August 30, 2000

AIM Worldwide Spectrum Fund                                                   December 27, 2000


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 BALANCED FUND

NET ASSETS                                                                 ANNUAL RATE

First $150 million.........................................................   0.75%
Over $150 million..........................................................   0.50%


                             AIM BASIC BALANCED FUND

NET ASSETS                                                                 ANNUAL RATE

First $1 billion...........................................................   0.65%
Next $4 billion............................................................   0.60%
Over $5 billion............................................................   0.55%


                            AIM GLOBAL UTILITIES FUND

NET ASSETS                                                                 ANNUAL RATE

First $200 million.........................................................   0.60%
Next $300 million..........................................................   0.50%
Next $500 million..........................................................   0.40%
Over $1 billion............................................................   0.30%


                             AIM SELECT EQUITY FUND

NET ASSETS                                                                 ANNUAL RATE

First $150 million.........................................................   0.80%
Over $150 million..........................................................   0.625%


AIM VALUE FUND

NET ASSETS                                                                 ANNUAL RATE

First $150 million.........................................................   0.80%
Over $150 million..........................................................   0.625%


                         AIM EUROPEAN SMALL COMPANY FUND
                     AIM INTERNATIONAL EMERGING GROWTH FUND

NET ASSETS                                                                 ANNUAL RATE

All Assets.................................................................   0.95%


                          AIM MID CAP BASIC VALUE FUND

NET ASSETS                                                                 ANNUAL RATE

First $1 billion...........................................................   0.80%
Next $4 billion............................................................   0.75%
Over $5 billion............................................................   0.70%


                             AIM NEW TECHNOLOGY FUND

NET ASSETS                                                                 ANNUAL RATE

All Assets.................................................................   1.00%


                            AIM SMALL CAP EQUITY FUND

NET ASSETS                                                                 ANNUAL RATE

All Assets.................................................................   0.85%


                                AIM VALUE II FUND

NET ASSETS                                                                 ANNUAL RATE

All Assets.................................................................   0.75%


                           AIM WORLDWIDE SPECTRUM FUND

NET ASSETS                                                                 ANNUAL RATE

First $1 billion...........................................................   0.85%
Over $1 billion............................................................   0.80%"


2. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above.

AIM FUNDS GROUP

Attest:    /s/ LISA A. MOSS                      By: /s/ ROBERT H. GRAHAM
          --------------------------------       -------------------------------
                Assistant Secretary                    Robert H. Graham
                                                          President

(SEAL)

A I M ADVISORS, INC.

Attest:    /s/ LISA A. MOSS                      By: /s/ ROBERT H. GRAHAM
          --------------------------------       -------------------------------
              Assistant Secretary                       Robert H. Graham
                                                           President

(SEAL)


EXHIBIT e(1)(e)

AMENDMENT NO. 4
TO THE SECOND AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(APPLICABLE TO CLASS A AND CLASS C SHARES)

The Second Amended and Restated Master Distribution Agreement (the "Agreement"), dated July 1, 2000, by and between AIM Funds Group, a Delaware business trust, and A I M Distributors, Inc., a Delaware corporation, is hereby amended as follows:

Appendix A to the Agreement is hereby deleted in its entirety and replaced with the following:

"APPENDIX A
TO
MASTER DISTRIBUTION AGREEMENT
OF
AIM FUNDS GROUP

CLASS A SHARES

AIM Balanced Fund
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Utilities Fund
AIM International Emerging Growth Fund
AIM Mid Cap Basic Value Fund
AIM New Technology Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
AIM Value Fund AIM Value II Fund
AIM Worldwide Spectrum Fund

CLASS C SHARES

AIM Balanced Fund
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Utilities Fund
AIM International Emerging Growth Fund
AIM Mid Cap Basic Value Fund
AIM New Technology Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
AIM Value Fund
AIM Value II Fund
AIM Worldwide Spectrum Fund"


All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: December 27, 2001

AIM FUNDS GROUP

Attest: /s/ LISA A. MOSS                       By: /s/ ROBERT H. GRAHAM
       -------------------------                  -----------------------------
          Assistant Secretary                        Robert H. Graham
                                                     President

A I M DISTRIBUTORS, INC.

Attest: /s/ LISA A. MOS                        By: /s/ MICHAEL J. CEMO
       -------------------------                  -----------------------------
          Assistant Secretary                        Michael J. Cemo
                                                     President

2

EXHIBIT e(1)(f)

AMENDMENT NO. 5
TO THE SECOND AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(CLASS A SHARES AND CLASS C SHARES)

The Second Amended and Restated Master Distribution Agreement (the "Agreement"), dated July 1, 2000, by and between AIM Funds Group, a Delaware business trust, and A I M Distributors, Inc., a Delaware corporation, is hereby amended as follows:

1. The following paragraph is added at the end of Section FOURTH: (A):

"The public offering price of the Institutional Class shares of the Company shall be the net asset value per share. Net asset value per share shall be determined in accordance with the provisions of the then current Institutional Class shares' prospectus and statement of additional information."

2. Appendix A to the Agreement is hereby deleted in its entirety and replaced with the following:

"APPENDIX A
TO
SECOND AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
OF
AIM FUNDS GROUP

CLASS A SHARES

AIM Balanced Fund
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Utilities Fund
AIM International Emerging Growth Fund
AIM Mid Cap Basic Value Fund
AIM New Technology Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
AIM Value Fund
AIM Value II Fund
AIM Worldwide Spectrum Fund

CLASS C SHARES

AIM Balanced Fund
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Utilities Fund
AIM International Emerging Growth Fund
AIM Mid Cap Basic Value Fund
AIM New Technology Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
AIM Value Fund
AIM Value II Fund
AIM Worldwide Spectrum Fund


INSTITUTIONAL CLASS SHARES

AIM Balanced Fund
AIM Value Fund"

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: March 15, 2002

AIM FUNDS GROUP

Attest:   /s/ LISA A. MOSS                By: /s/ ROBERT H. GRAHAM
         ----------------------------         ---------------------------------
             Assistant Secretary                     Robert H. Graham
                                                        President

A I M DISTRIBUTORS, INC.

Attest:  /s/ LISA A. MOSS                 By: /s/ MICHAEL J. CEMO
         ----------------------------         ---------------------------------
             Assistant Secretary                      Michael J. Cemo
                                                         President

2

EXHIBIT e(2)(c)

AMENDMENT NO. 2
TO
FIRST AMENDED AND RESTATED

MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

The First Amended and Restated Master Distribution Agreement (the "Agreement"), dated December 31, 2000, by and between AIM Funds Group, a Delaware business trust, and A I M Distributors, Inc., a Delaware corporation, is hereby amended as follows:

Schedule A to the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
MASTER DISTRIBUTION AGREEMENT
OF
AIM FUNDS GROUP

CLASS B SHARES

AIM Balanced Fund
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Utilities Fund
AIM International Emerging Growth Fund
AIM Mid Cap Basic Value Fund
AIM New Technology Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
AIM Value Fund
AIM Value II Fund
AIM Worldwide Spectrum Fund"

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: December 27, 2001

AIM FUNDS GROUP

Attest:   /s/ LISA A. MOSS                    By: /s/ ROBERT H. GRAHAM
         -----------------------                 -------------------------------
           Assistant Secretary                     Robert H. Graham
                                                   President

                                              A I M DISTRIBUTORS, INC.


Attest:   /s/ LISA A. MOSS                    By: /s/ MICHAEL J. CEMO
         -----------------------                 -------------------------------
           Assistant Secretary                     Michael J. Cemo
                                                   President


EXHIBIT g(1)(d)

AMENDMENT TO CUSTODIAN CONTRACT

Amendment dated April 2, 2002, to the custodian contract, dated May 1, 2000, as amended, by and between State Street Bank and Trust Company (the "Custodian") and each registered investment company and its series, if applicable, listed on Appendix A (each company or series thereof, a "Fund")(the "Contract").

In consideration of the promises and covenants contained herein, the Custodian and the Fund hereby agree to amend and replace Article 5 of the Contract as follows:

5. Proper Instructions

"PROPER INSTRUCTIONS", which may also be standing instructions, as used throughout this Contract shall mean instructions received by the Custodian from the Fund, the Fund's investment manager, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the person giving such instructions, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and the Custodian, including, but not limited to, the security procedures selected by the Fund in the Funds Transfer Addendum to this Contract. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing or through electro-mechanical or electronic devices. For purposes of this Article, Proper Instructions shall include instructions received by the Custodian pursuant to ANY multi-party agreement which requires and governs a segregated asset account established in accordance with Article 2.12 of this Contract. The Fund or the Fund's investment manager shall cause its duly authorized officer to certify to the Custodian in writing the names and specimen signatures of persons authorized to give Proper Instructions. The Custodian shall be entitled to rely upon the identity and authority of such persons until it receives notice from the Fund to the contrary.

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 as of the 2nd day of April, 2002.

EACH REGISTERED INVESTMENT COMPANY
AND ITS SERIES, IF APPLICABLE, LISTED ON APPENDIX A

By: /s/ ROBERT H. GRAHAM
    ------------------------------

Its: President
     -----------------------------

STATE STREET BANK AND TRUST COMPANY

By: /s/ JOSEPH L. HOOLEY
    -----------------------------
       Joseph L. Hooley
       Executive Vice President


EXHIBIT h(1)(e)

AMENDMENT NUMBER 4 TO THE TRANSFER AGENCY
AND SERVICE AGREEMENT

This Amendment, dated as of March 4, 2002 is made to the Transfer Agency and Service Agreement dated November 1, 1994, as amended (the "Agreement") between AIM Funds Group (the "Fund") and A I M Fund Services, Inc. ("AFS") pursuant to Article 10 of the Agreement.

"WHEREAS, the Fund and AFS desire to amend certain provisions of the Agreement pertaining to fees and expenses payable by the Fund under such Agreement, and in accordance with Article 10 of the Agreement, have agreed to execute this amendment to evidence such amendment.

NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:"

1. The third "Whereas" clause in the recital is hereby deleted in its entirety and replaced with the following:

"WHEREAS, the Fund on behalf of the Retail Class and the Institutional Class 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;"

2. Section 1.01 is hereby deleted in its entirety and replaced with the following:

"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 Class and the Institutional Class 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."

3. A new Section 2.04 is hereby added to the Agreement, which Section shall read in full as follows:

'2.04 The Fund and the Transfer Agent recognize that the Transfer Agent and/or its affiliates, including without limitation A I M Distributors, Inc., may, from time to time, enter into certain omnibus, sub-accounting and other similar arrangements whereby a broker/dealer or other financial institution is the shareholder of record and performs certain recordkeeping and other services (the "Ancillary Services") for the underlying beneficial owners of shares in the Portfolios. The Fund and the Transfer Agent agree that: (i) the Transfer Agent and/or its affiliates are entering into these arrangements on behalf of and for the benefit of the Fund and each Portfolio; (ii) amounts owned under these arrangements are the obligations of the Portfolios; and (iii) the Fund shall pay such owned amounts to the Transfer Agent, who shall be responsible for paying such amounts to the entities providing the Ancillary Services."


4. Paragraph 1 of the Fee Schedule is hereby deleted in its entirety and replaced with the following:

"1. 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 that are open during any monthly period as set forth below, and an annualized fee of $ .70 per shareholder account that is closed during any monthly period. Both 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.

                                                          Per Account Fee
Fund Type                                                    Annualized
---------                                                 ---------------

Class A, B, C and R
Non-Daily Accrual Funds                                       $15.20

Class A, B, C and R
Monthly Dividend and Daily Accrual Funds                       16.20"

5. New Paragraphs 6, 7, 8, 9 and 10 are hereby added to the Fee Schedule, which Paragraphs shall read in full as follows:

"6. The fees and credits described in Paragraphs 1 through 4 above shall first be allocated to the Institutional Class, if any, of such Portfolio based upon the number of shareholder accounts holding shares of such Class relative to the total number of shareholder accounts holding all Classes of shares in the Portfolio. The Portfolio's remaining fiscal year-to-date fees and credits described in Paragraphs 1 through 4 above for shareholder accounts holding Class A, B, C and/or R shares of each Portfolio shall be allocated among such Classes on the basis of fiscal year-to-date average net assets. Notwithstanding the foregoing, the IRA Annual Maintenance Fee shall be paid by investor per taxpayer I.D. number.

7. Fees payable by the Transfer Agent for Ancillary Services provided to the Institutional Class, if any, of each Portfolio pursuant to Section 2.04 of the Agreement shall be allocated to such Institutional Class. The Portfolio's fiscal year-to-date fees payable by the Transfer Agent for Ancillary Services provided to the Class A, B, C and/or R shares of each Portfolio pursuant to Section 2.04 of the Agreement shall be allocated among such Classes of each Portfolio based upon fiscal year-to-date average net assets of each such Class.

8. Out-of-pocket expenses incurred by the Transfer Agent in acting as transfer agent for the AIM Funds Accounts shall first be allocated among such funds and portfolios based upon the number of shareholder accounts maintained by the Transfer Agent for such funds and 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 shareholder accounts holding shares of such Class relative to the total number of shareholder accounts holding all Classes of shares in the Portfolio. The remaining amount of the Portfolio's fiscal year-to-date out-of-pocket expenses shall be further allocated among the Class A, B, C and R


shares of each Portfolio based upon fiscal year-to-date average net assets of each such Class.

9. Specifically identified fees, credits and out-of-pocket expenses incurred by the Transfer Agent on behalf of one or more, but less than all, Portfolios or Classes shall be allocated solely to the affected Portfolios or Classes using the allocation methodologies described in paragraphs 6, 7 and 8 above.

10. 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--Registered Trademark--, and "AIM Funds Accounts" shall mean shareholder accounts for the AIM Funds."

6. All other terms and provisions of the Agreement not amended herein shall remain in full force and effect, except that Amendment Number 2 dated January 1, 1999 is hereby terminated.

IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date first above written.

AIM FUNDS GROUP

                                              By: /s/ ROBERT H. GRAHAM
                                                 -------------------------------
                                                   President

ATTEST:

/s/ LISA A. MOSS
-------------------------------
Assistant Secretary

A I M FUND SERVICES, INC.

                                              By: /s/ TONY D. GREEN
                                                 -------------------------------
                                                   President

ATTEST:

/s/ LISA A. MOSS
-------------------------------
Assistant Secretary


EXHIBIT h(5)(e)

AMENDMENT NO. 4
MASTER ADMINISTRATIVE SERVICES AGREEMENT

The Master Administrative Services Agreement (the "Agreement"), dated June 1, 2000, by and between A I M Advisors, Inc., a Delaware corporation, and AIM Funds Group, a Delaware business trust, is hereby amended as follows:

Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following:

"APPENDIX A
TO
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM FUNDS GROUP

PORTFOLIOS                                     EFFECTIVE DATE OF AGREEMENT
----------                                     ---------------------------

AIM Balanced Fund                                       June 1, 2000

AIM Basic Balanced Fund                               September 28 2001

AIM Global Utilities Fund                               June 1, 2000

AIM Select Equity Fund                                  June 1, 2000

AIM Value Fund                                          June 1, 2000

AIM European Small Company Fund                        August 30, 2000

AIM International Emerging Growth Fund                 August 30, 2000

AIM Mid Cap Basic Value Fund                         December 27, 2001

AIM New Technology Fund                                August 30, 2000

AIM Small Cap Equity Fund                              August 30, 2000

AIM Value II Fund                                      August 30, 2000

AIM Worldwide Spectrum Fund                          December 27, 2000"


All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: December 27, 2001

A I M ADVISORS, INC.

Attest:   /s/ LISA A. MOSS                 By: /s/ ROBERT H. GRAHAM
         ----------------------------         ---------------------------------
             Assistant Secretary                Robert H. Graham
                                                President

(SEAL)

AIM FUNDS GROUP

Attest:   /s/ LISA A. MOSS                By:  /s/ ROBERT H. GRAHAM
         ----------------------------         ---------------------------------
              Assistant Secretary               Robert H. Graham
                                                President

(SEAL)


EXHIBIT j(1)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form N-1A of our reports dated February 14, 2002, relating to the financial statements and financial highlights of AIM Funds Group, which appear in such Registration Statement. We also consent to the references to us under the headings "Financial Highlights" and "Other Service Providers" in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

Houston, Texas
April 26, 2002


EXHIBIT j(2)

CONSENT OF COUNSEL

AIM FUNDS GROUP

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 classes of the twelve series portfolios of AIM Funds Group and for the Institutional Class of AIM Balanced Fund and AIM Value Fund, which is included in Post-Effective Amendment No. 89 to the Registration Statement under the Securities Act of 1933, as amended (No. 2-27334), and Amendment No. 89 to the Registration Statement under the Investment Company Act of 1940, as amended (No. 811-1540), on Form N-1A of AIM Funds Group.

                                      /s/ BALLARD SPAHR ANDREWS & INGERSOLL, LLP
                                      Ballard Spahr Andrews & Ingersoll, LLP


Philadelphia, Pennsylvania
April 22, 2002


EXHIBIT l(4)

[AIM LOGO APPEARS HERE]
11 Greenway Plaza, Suite 100
Houston, TX 77046-1173
713-626-1919

A I M Advisors, Inc.

December 27, 2001

Board of Trustees
AIM Funds Group
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173

Re: Initial Capital Investment in New Portfolio of AIM Funds Group (The "Fund")

Ladies and Gentlemen:

We are purchasing shares of the Fund for the purpose of providing initial investment for a new investment portfolio of the Fund. The purpose of this letter is to set out our understanding of the conditions of and our promises and representations concerning this investment.

We hereby agree to purchase shares equal to the following dollar amount for the portfolio:

                FUND                                                          AMOUNT                    DATE
                ----                                                       -----------                  ----

AIM Mid Cap Basic Value Fund - Class A Shares                              $     10.00             December 27, 2001
AIM Mid Cap Basic Value Fund - Class B Shares                              $     10.00             December 27, 2001
AIM Mid Cap Basic Value Fund - Class C Shares                              $     10.00             December 27, 2001
AIM Mid Cap Basic Value Fund - Class A Shares                              $400,000.00             December 31, 2001
AIM Mid Cap Basic Value Fund - Class B Shares                              $300,000.00             December 31, 2001
AIM Mid Cap Basic Value Fund - Class C Shares                              $300,000.00             December 31, 2001

We understand that the initial net asset value per share for the portfolio named above will be $10.

We hereby represent that we are purchasing these shares solely for our own account and solely for investment purposes without any intent of distributing or reselling said shares. We further represent that disposition of said shares will only be by direct redemption to or repurchase by the Fund.

We further agree to provide the Fund with at least three days' advance written notice of any intended redemption and agree that we will work with the Fund with respect to the amount of such redemption so as not to place a burden on the Fund and to facilitate normal portfolio management of the Fund.

Sincerely yours,

A I M ADVISORS, INC.

                                    By: /s/ ROBERT H. GRAHAM
                                       ----------------------------------------
                                          Robert H. Graham
                                          President
         Sara Ehlert-Gerke
cc:      David Hessel
         Gary Trappe
         Bobbie Stafford-Garza


EXHIBIT m(1)(e)

AMENDMENT NO. 4
FIFTH AMENDED AND RESTATED MASTER DISTRIBUTION PLAN

The Fifth Amended and Restated Master Distribution Plan (the "Plan"), dated as of July 1, 2000, pursuant to Rule 12b-1 of AIM Funds Group, a Delaware business trust, is hereby amended as follows:

Schedule A of the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
FIFTH AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
OF
AIM FUNDS GROUP
(CLASS A SHARES AND CLASS C SHARES)

(DISTRIBUTION FEE)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for each Portfolio (or Class thereof) designated below, a Distribution Fee* determined by applying the annual rate set forth below as to each Portfolio (or Class thereof) to the average daily net assets of the Portfolio (or Class thereof) for the plan year, computed in a manner used for the determination of the offering price of shares of the Portfolio.

                                                     MINIMUM            MAXIMUM           MAXIMUM
 PORTFOLIO                                         ASSET BASED          SERVICE          AGGREGATE
 CLASS A SHARES                                   SALES CHARGE            FEE               FEE
 --------------                                   ------------          -------          ---------

AIM Balanced Fund                                      0.00%             0.25%             0.25%
AIM Basic Balanced Fund                                0.10%             0.25%             0.35%
AIM European Small Company Fund                        0.10%             0.25%             0.35%
AIM Global Utilities Fund                              0.00%             0.25%             0.25%
AIM International Emerging Growth Fund                 0.10%             0.25%             0.35%
AIM Mid Cap Basic Value Fund                           0.10%             0.25%             0.35%
AIM New Technology Fund                                0.10%             0.25%             0.35%
AIM Select Equity Fund                                 0.00%             0.25%             0.25%
AIM Small Cap Equity Fund                              0.10%             0.25%             0.35%
AIM Value Fund                                         0.00%             0.25%             0.25%
AIM Value II Fund                                      0.10%             0.25%             0.35%
AIM Worldwide Spectrum Fund                            0.10%             0.25%             0.35%

                                                     MINIMUM            MAXIMUM           MAXIMUM
 PORTFOLIO                                         ASSET BASED          SERVICE          AGGREGATE
 CLASS C SHARES                                   SALES CHARGE            FEE               FEE
 --------------                                   ------------          -------          ---------

AIM Balanced Fund                                      0.75%             0.25%             1.00%
AIM Basic Balanced Fund                                0.75%             0.25%             1.00%
AIM European Small Company Fund                        0.75%             0.25%             1.00%
AIM Global Utilities Fund                              0.75%             0.25%             1.00%
AIM International Emerging Growth Fund                 0.75%             0.25%             1.00%
AIM Mid Cap Basic Value Fund                           0.75%             0.25%             1.00%
AIM New Technology 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%
AIM Value Fund                                         0.75%             0.25%             1.00%
AIM Value II Fund                                      0.75%             0.25%             1.00%
AIM Worldwide Spectrum 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 Class and the applicable Portfolio.

The Distributor will waive part or all of its Distribution Fee as to a Portfolio (or Class thereof) to the extent that the ordinary business expenses of the Portfolio exceed the expense limitation as to the Portfolio (if any) as contained in the Master Investment Advisory Agreement between the Company and A I M Advisors, Inc.

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: December 27, 2001

AIM FUNDS GROUP
(on behalf of its Class A and
Class C Shares)

Attest: /s/ LISA A. MOSS                      By:    /s/ ROBERT H. GRAHAM
       ------------------------------             ------------------------------
             Assistant Secretary                         Robert H. Graham
                                                            President


EXHIBIT m(2)(c)

AMENDMENT NO. 2
TO THE THIRD AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
OF
AIM FUNDS GROUP

(CLASS B SHARES)

(SECURITIZATION FEATURE)

The Third Amended and Restated Master Distribution Plan (the "Plan"), dated as of December 31, 2000, pursuant to Rule 12b-1 of AIM Funds Group, a Delaware business trust, is hereby amended as follows:

Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
MASTER DISTRIBUTION PLAN
OF
AIM FUNDS GROUP

(CLASS B SHARES)

(DISTRIBUTION FEE)

                                                                                                     MAXIMUM
                                                     ASSET-BASED               SERVICE              AGGREGATE
          FUND                                      SALES CHARGE                 FEE                   FEE
          ----                                      ------------            -----------         ----------------

AIM Balanced Fund                                       0.75%                   0.25%                 1.00%

AIM Basic Balanced Fund                                 0.75%                   0.25%                 1.00%

AIM European Small Company Fund                         0.75%                   0.25%                 1.00%

AIM Global Utilities Fund                               0.75%                   0.25%                 1.00%

AIM International Emerging Growth Fund                  0.75%                   0.25%                 1.00%

AIM Mid Cap Basic Value Fund                            0.75%                   0.25%                 1.00%

AIM New Technology 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%

AIM Value Fund                                          0.75%                   0.25%                 1.00%

AIM Value II Fund                                       0.75%                   0.25%                 1.00%

AIM Worldwide Spectrum Fund                             0.75%                   0.25%                1.00%"


All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: December 27, 2001

AIM FUNDS GROUP
(on behalf of its Class B Shares)

Attest: /s/ LISA A. MOSS                    By: /s/ ROBERT H. GRAHAM
        ----------------------------           ---------------------------------
            Assistant Secretary                        Robert H. Graham
                                                       President

2

EXHIBIT n(1)

FIRST AMENDED AND RESTATED
MULTIPLE CLASS PLAN
OF
THE AIM FAMILY OF FUNDS--Registered Trademark--

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 B Shares - shall mean those Shares designated as Class B Shares in the Fund's organizing documents.

(h) Class C Shares - shall mean those Shares designated as Class C Shares in the Fund's organizing documents.

(i) Directors - the directors or trustees of a Fund.

(j) Distribution Expenses - expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as defined in a Plan of Distribution and/or agreements relating thereto.

(k) Distribution Fee - a fee paid by a Fund to the Distributor to compensate the Distributor for Distribution Expenses.

(l) Distributor - A I M Distributors, Inc. or Fund Management Company, as applicable.

(m) Fund - those investment companies advised by A I M Advisors, Inc. which have adopted this Plan.

(n) Institutional Class Shares - shall mean Shares of a Fund representing an interest in a Portfolio offered for sale to institutional customers as may be approved by the Directors from time to time and as set forth in the Fund's Prospectus.


(o) 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.

(p) Portfolio - a series of the Shares of a Fund constituting a separate investment portfolio of the Fund.

(q) Prospectus - the then currently effective prospectus and statement of additional information of a Portfolio.

(r) Class R Shares - shall mean those Shares designated as Class R Shares in the Fund's organizing documents.

(s) Service Fee - a fee paid to financial intermediaries for the ongoing provision of personal services to Fund shareholders and/or the maintenance of shareholder accounts.

(t) Share - a share of common stock or beneficial interest in a Fund, as applicable.

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 - Each Class shall bear directly the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses payable by that Class pursuant to a Transfer Agency and Service Agreement adopted by the Fund with respect to such Class.

(c) 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.

(d) 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.

(e) Waiver and Reimbursement of Expenses - A Portfolio's adviser, underwriter or any other provider of services to the Portfolio may waive or reimburse the expenses of a particular Class or Classes.

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 Fund's Prospectus describing the distribution and servicing arrangements in detail are incorporated herein by this reference.

(a) 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 Directors and set forth in

2

the Fund's 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 Fund's 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 Fund's 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 Directors and set forth in the Fund's Prospectus.

(b) 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(b), (iii) subject to ongoing Service Fees and Distribution Fees approved from time to time by the Directors and set forth in the Fund's Prospectus, and (iv) converted to Class A Shares eight years from the end of the calendar month in which the shareholder's order to purchase was accepted, as set forth in the Fund's Prospectus.

Class B Shares of AIM Global Trends Funds acquired prior to June 1, 1998 which are continuously held in AIM Global Trends Fund shall convert to Class A Shares seven years from the end of the calendar month in which the shareholder's order to purchase was accepted, as set forth in the Fund's Prospectus.

Class B Shares of AIM Money Market Fund will convert to AIM Cash Reserve Shares of AIM Money Market Fund.

(c) 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(c), and (iii) subject to ongoing Service Fees and Distribution Fees approved from time to time by the Directors and set forth in the Fund's Prospectus.

(d) Institutional Class Shares. Institutional Class 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 Directors and as set forth in the Fund's Prospectus and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Directors and set forth in the Fund's Prospectus.

(e) 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(d), and (iii) subject to on-going Service Fees and Distribution Fees approved from time to time by the Directors and set forth in the Fund's Prospectus.

(f) 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 Directors and set forth in the Fund's Prospectus. AIM Cash Reserve Shares acquired through exchange of Class A

3

Shares of another Portfolio may be subject to a CDSC for the CDSC Period set forth in Section 5(a) of this Plan if so provided in the Fund's 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 Class B Shares, Class C Shares and Class R Shares as follows:

(a) Class A Shares. The CDSC Period for Class A Shares shall be the period set forth in the Fund's Prospectus. The CDSC rate shall be as set forth in the Fund's 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 Fund's Prospectus.

(b) 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 Fund's Prospectus, the relevant portions of which are incorporated herein by this reference.

(c) Class C Shares. The CDSC Period for the Class C Shares shall be one year. The CDSC rate for the Class C Shares shall be as set forth in the Fund's Prospectus, the relevant portions of which are incorporated herein by reference.

(d) Class R Shares. The CDSC Period for the Class R Shares shall be the period set forth in the Fund's Prospectus. The CDSC rate for the Class R Shares shall be as set forth in the Fund's Prospectus, the relevant portions of which are incorporated herein by reference.

(e) 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.

(f) Waiver. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares on terms disclosed in the Fund's Prospectus and, for the Class A Shares and AIM Cash Reserve Shares, as allowed under Rule 6c-10 under the Act.

6. Exchange Privileges. Exchanges of Shares shall be permitted between Funds as follows:

(a) Class A Shares may be exchanged for Class A Shares of such other Portfolios as are disclosed in the Fund's Prospectus, subject to such terms and limitations disclosed in the Fund's Prospectus.

(b) Class B Shares may be exchanged for Class B Shares of such other Portfolios as are disclosed in the Fund's Prospectus, subject to such terms and limitations disclosed in the Fund's Prospectus.

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(c) Class C Shares may be exchanged for Class C Shares of such other Portfolios as are disclosed in the Fund's Prospectus, subject to such terms and limitations disclosed in the Fund's Prospectus.

(d) Class R Shares may be exchanged for Class R Shares of such other Portfolios as are disclosed in the Fund's Prospectus, subject to such terms and limitations disclosed in the Fund's Prospectus.

(e) AIM Cash Reserve Shares may be exchanged for Class A Shares, Class B Shares or Class C Shares of such other Portfolios as are disclosed in the Fund's Prospectus, subject to such terms and limitations disclosed in the Fund's Prospectus.

(f) 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 Fund's Prospectus.

(g) CDSC Computation. The CDSC payable upon redemption of Class A Shares, Class B Shares, Class C Shares and AIM Cash Reserve Shares subject to a CDSC shall be computed in the manner described in the Fund's Prospectus.

7. Service Fees and Distribution Fees. The Service Fee and Distribution Fee applicable to any Class shall be those set forth in the Fund's 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 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 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 Directors of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert

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into another Class identical in all material respects to Class A Shares of the Fund as constituted prior to the amendment.

9. Effective Date. This Plan shall not take effect until a majority of the Directors of a Fund, including a majority of the Directors 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 9 above.

Effective December 12, 2001 as amended and restated March 4, 2002.

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